Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after (a) If the 180th day after the Closing Date, if the Partnership shall propose Parent proposes to file with the SEC (i) a Registration Statement to register any Parent Common Units for an underwritten offering under the Securities Act or (ii) a prospectus supplement relating to the sale of Parent Common Units pursuant to an effective “automatic” registration statement, so long as the Parent is a WKSI at such time or, whether or not the Parent is a WKSI, so long as the Registrable Units were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, in each case for its own account and/or for another Person (such other Person, an “Other Holder”), other than pursuant to on a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form S-4 S-8 or an offering on any Form S-4, and the form of registration statement that does not permit secondary salesto be used may be used for a registration of Registrable Units (a “Piggyback Registration”), the Partnership Parent shall notify all give five Business Days’ written notice to the Holders of its intention to file such proposal at least five Business Days before the proposed filing date. The Partnership registration statement and, subject to this Section 2.02, shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each and in any offering of Parent Common Units to be made pursuant to such Registration Statement all Registrable Units with respect to which the Parent has received a written request for inclusion therein from any Holder shall request in a Notice received by the Partnership within two three Business Days of after such Holder’s receipt of the Parent’s notice. The Parent shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Units in such Piggyback Registration by giving written notice from to the PartnershipParent of such withdrawal at least two Business Days prior to the time of the public announcement of the Parent’s intention to conduct such underwritten offering. (b) If a Piggyback Registration is initiated for an underwritten offering on behalf of the Parent or any Other Holder and the managing underwriter(s) advise the Parent that in their opinion the number of Parent Common Units proposed to be included in such offering exceeds the number of Parent Common Units that can be sold in such offering without being likely to materially delay or jeopardize the success or timing of the offering (including the price per unit of the Parent Common Units proposed to be sold in such offering), the Parent shall include in such registration and offering (i) first, the number of Parent Common Units that the Parent or, if such offering was initiated by any Other Holder, any Other Holder proposes to sell and (ii) second, the number of Parent Common Units requested to be included therein by the Holders that have elected to include Registrable Units in such Piggyback Registration, pro rata among all such Holders on the basis of the number of Parent Common Units requested to be included therein by all such Holders or as such Holders and the Parent may otherwise agree and (iii) third, the number of Parent Common Units requested to be included therein by other unitholders of Parent, pro rata among all such unitholders on the basis of the number of Parent Common Units requested to be included therein by all such unitholders or as such unitholders and the Parent may otherwise agree. If the Registration Statement about which number of Parent Common Units that can be so sold is less than the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then number of Parent Common Units proposed to be sold by the Parent or any Holder’s ability Other Holder pursuant to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten OfferingPiggyback Registration, the amount of Registrable Securities that each Selling Holder requested Parent Common Units to be included in such Underwritten Offering sold shall be reduced on a Pro Rata basis fully allocated to the aggregate amount that the managing underwriter deems will not have Parent or such material and adverse effect. Other Holder, as applicable. (c) In connection with any such Underwritten OfferingPiggyback Registration under Section 2.02(b), the Partnership and Parent shall have the Selling right to select the underwriter or underwriters for any offering conducted pursuant thereto. (d) None of the Holders involved shall enter into an sell any Registrable Units in any offering pursuant to a Piggyback Registration unless it (i) agrees to sell such Registrable Units on the basis provided in the underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested arrangements approved by the managing underwriters to facilitate the Underwritten Offering Parent and sale of Registrable Securities therein. No Holder may 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 (ii) completes and delivers executes all necessary questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents and information reasonably required of such Holder under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablearrangements.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.13(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder▇▇▇▇▇▇’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.13(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.13(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If Triangle shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (conduct, other than pursuant to any Demand Registration, a demand made pursuant to Section 7.12(a)) for an public offering of Partnership Interests Common Stock for cash (other than whether in connection with a public offering of Common Stock by Triangle, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales), the Partnership Triangle shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before before) the proposed filing datecommencement of the offering (the “Piggyback Notice”). The Partnership Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Triangle shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by for which Triangle has received written requests within three Business Days after sending the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by Triangle, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by Triangle with respect to offerings of Common Stock, all upon the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership Triangle gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount Triangle shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form that is reasonably acceptable to with the Partnership and take all reasonable actions as are requested underwriter or underwriters selected for such underwriting by Triangle. If the managing underwriter or managing underwriters of such offering advise Triangle and the Holders in writing that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Common Stock proposed to facilitate be included in such offering) would likely have an adverse effect in any material respect on the Underwritten Offering and sale price, timing or distribution of Common Stock proposed to be included in such offering, Triangle shall include in such offering only that number of shares of Common Stock proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (i) first, to Triangle, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro-rata among all Holders desiring to register Registrable Securities based on the number of Registrable Securities therein. No such Holder may participate is entitled to include in the Underwritten Offering unless it agrees such registration and, if applicable, to sells its Registrable Securities covered by the any other holders on whose behalf Triangle filed such Registration Statement and (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the terms and conditions number of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Common Stock such holder is entitled to include in such registration. If any Holder disapproves of the terms of any such underwriting agreement. Any underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Triangle and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of the commencement of such Underwritten Offeringoffering. The Partnership Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) Triangle shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior at any time in its sole discretion whether or not any Holder has elected to the effective date include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by Triangle in accordance with Section 4 hereof. (iv) The rights of the Registration Statement or Holders under this Section 2(b) shall terminate if the pricing date number of Registrable Securities is less than 5% of the Underwritten Offering, number of outstanding shares of Common Stock (determined considering the Convertible Note on an as-converted basis and as applicableadjusted as provided in the Convertible Note).

Piggyback Registration. At (a) If at any time the Company proposes to file (i) a prospectus supplement to an effective shelf registration statement, or (ii) a registration statement, other than a shelf registration statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”), in either case, for the sale of Ordinary Shares for its own account to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Company Underwritten Offering”) then as soon as practicable but not less than ten (10) days prior to the filing of (x) any preliminary prospectus supplement relating to such Company Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Company Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, the Company shall give notice of such proposed Company Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Company Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing. The notice required to be provided in this Section 5(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have twenty (20) days after receiving such notice to request inclusion of Registrable Securities in the 180th day Company Underwritten Offering, except that such Holder shall have one (1) Business Day after such Holder confirms receipt of the Closing Datenotice to request inclusion of Registrable Securities in the Company Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Company Underwritten Offering. (b) Unless the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”) (i) the Company shall give each Holder twenty (20) days notice prior to filing a Shelf Registration Statement and, upon the written request of any Holder, received within fifteen (15) days of such notice, the Company shall include in such Shelf Registration Statement a number of Ordinary Shares equal to the number of Registrable Securities requested to be included without naming the Holder as a selling shareholder and including only a generic description of the holder of such securities (“Undesignated Registrable Securities”), (ii) the Company shall not be required to give notice to any Holder in connection with a filing pursuant to Section 5(a)(i) unless such Holder provided such notice to the Company pursuant to this Section 5(b) and included Undesignated Registrable Securities in the Shelf Registration Statement related to such filing, and (iii) at the request of a Holder given more than thirty (30) days before the Company’s good faith estimate of a Company Underwritten Offering (or such shorter period to which the Company in its sole discretion consents), the Company shall file a post-effective amendment or, if available, a prospectus supplement to a Company Shelf Registration Statement to include such Undesignated Registrable Securities as any Holder may request, provided (x) that the Company is actively employing in reasonable best efforts to effect such Company Underwritten Offering, and (y) the Company shall not be required to effect a post-effective amendment more than twice in any 12-month period. (c) In connection with any Company Underwritten Offering conducted pursuant to this Section 5, if the Partnership shall propose Company is advised by any managing underwriter of the Company’s securities being offered in such Company Underwritten Offering that marketing factors require a limitation on the number of shares to file a Registration Statement (be sold by Persons other than the Company (collectively, the “Selling Shareholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Shareholders (including Selling Shareholders holding Registrable Securities) to a number (if any) deemed satisfactory by such managing underwriter with shares being excluded in the following sequence: (i) first, all the Registrable Securities, provided that Tene shall be granted preferred registration rights over the other Holders such that it shall be permitted to include the number of Registrable Securities which reflect a ratio that assumes that Tene holds twice as many Registrable Securities as it actually holds in the event that market conditions require a limitation on the number of shares to be included. For the sake of clarity should Tene hold 10% of the Registrable Securities it shall be permitted pursuant to a demand made pursuant this Section 6(c)(i) to Section 7.12(a)) for have included in the such Company Underwritten Offering an offering amount of Partnership Interests for cash (other than an offering relating solely Registrable Securities to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders reflect 20% of such proposal at least five Business Days before Company Underwritten Offering, and (ii) second, all shares sought to be registered by the proposed filing dateCompany for its own account. The Partnership If there is a reduction of the number of Registrable Securities, without limiting the preceding sentence, such reduction with respect to the Selling Shareholders shall use commercially reasonable efforts to include such be made on a pro rata basis (based upon the aggregate number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of Holders and subject to the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities priorities set forth in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. preceding sentence). (d) The Partnership Company shall have the right to terminate or withdraw any Registration Statement registration or Company Underwritten Offering initiated by it under this Section 7.12(b) 5 prior to the effective date effectiveness of such registration whether or not the Registration Statement or the pricing date of the Underwritten Offering, as applicableHolders have elected to include shares in such registration.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for conduct an underwritten offering of Partnership Interests Common Stock for cash (other than whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales) (an “Underwritten Offering”), the Partnership Company shall promptly notify all Holders the Holder of such proposal reasonably in advance of (and in any event at least five Business Days before before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested Underwritten Offering advise the Company that in their reasonable opinion that the inclusion of any of the Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to the Holder and the Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Partnership Piggyback Notice shall offer the Holder the opportunity to include for registration in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of the Holder which are subject to an effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice for which the Company has received by the Partnership written requests for inclusion therein within two three Business Days of such Holder’s receipt of after sending the notice from the PartnershipPiggyback Notice. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability Holder decides not to include all of its desired amount of Registrable Securities in such any Registration Statement thereafter filed by the Company, the Holder shall be conditioned on such Holder’s inclusion of all such 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 Underwritten Offering; provided thatCompany with respect to offerings of Common Stock, in all upon the event that terms and conditions set forth herein. (ii) If the managing underwriter or managing underwriters of such an Underwritten Offering advises advise the Partnership Company and the Holder who has requested its Registrable Securities be included in writing such offering following a Piggyback Notice that in its their commercially reasonable opinion that the inclusion of all or some of the Holder’s Registrable Securities requested for inclusion in the subject Registration Statement (and any other Common Stock proposed to be included in such offering) would adversely and materially affect likely have an adverse effect in any material respect on the price, timing or success distribution of Common Stock proposed to be included in such offering by the Underwritten OfferingCompany, the amount Company shall include in such Underwritten Offering only that number of Registrable Securities that each Selling Holder requested shares of Common Stock proposed to be included in such Underwritten Offering shall be reduced on a Pro Rata basis to that, in the aggregate amount that commercially reasonable opinion of the managing underwriter deems or managing underwriters, will not have such material effect, with such number to be allocated as follows: (A) first, (1) in the case of a Requested Underwritten Offering, to the Holder that has requested to participate in such Requested Underwritten Offering based on the number of Registrable Securities the Holder is entitled to include in such Requested Underwritten Offering and, if there remains availability for additional shares of Common Stock to be included in such registration, to the Company, or (2) in the case of any other Underwritten Offerings, to the Company, (B) if there remains availability for additional shares of Common Stock to be included in such registration, second pro-rata among all holders desiring to register Registrable Securities based on the number of Registrable Securities such holder is entitled to include in such registration and, if applicable, to any other holders on whose behalf the Company filed such Registration Statement and adverse effect(C) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the number of Common Stock such holder is entitled to include in such registration. In connection with If the Holder disapproves of the terms of any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees elect to sells its Registrable Securities covered withdraw therefrom 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. Any Holder may withdraw from such Underwritten Offering by written notice to the Partnership Company and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of the commencement of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(c) at any time in its sole discretion whether or not the Holder has elected to include Registrable Securities in such Registration Statement. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof. (iv) The Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, that (i) such request must be made in writing prior to the effective date effectiveness of the such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. (v) No registration of Registrable Securities effected pursuant to a request under this Section 2(c) be deemed to have been effected pursuant to Section 2(a) or shall relieve the pricing date Company of the Underwritten Offering, as applicableits obligations under Section 2(a).

Piggyback Registration. At any time after the 180th day after the Closing Date, if (i) If the Partnership shall at any time propose to file a Registration Statement (Statement, other than pursuant to a demand made pursuant to Section 7.12(a)) any Demand Registration, for an offering of Partnership Interests Common Units for cash (other than whether in connection with a public offering of Common Units by the Partnership, a public offering of Common Units by unitholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement form that does not permit secondary sales), the Partnership shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before before) the proposed anticipated initial filing datedate of such Registration Statement (the “Piggyback Notice”). The Piggyback Notice shall offer the 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 number of Piggyback Registration such Registrable Securities held by for which the Partnership has received written requests within three (3) days after mailing of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by the Partnership, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by the Partnership within two Business Days with respect to offerings of such Holder’s receipt of Common Units, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount the Partnership shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided herein. If the managing underwriter or managing underwriters of such offering advise the Partnership in writing that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion their opinion, the inclusion of all or some of such Holders’ Registrable Securities in the subject Registration Statement would adversely and materially affect have a material adverse effect on the timing or success of the Underwritten Offeringoffering, the Partnership shall include in such offering only that number or amount, if any, of Registrable Securities held by the Holders that, in the opinion of the managing underwriter or managing underwriters, will not have a material adverse effect on the timing or success of the offering. Any reductions in the amount of Registrable Securities that each Selling Holder requested to be included in such Underwritten Offering the underwriting shall be reduced allocated pro rata among the Holders seeking to include their Registrable Securities in the underwriting, based, for each such Holder, on a Pro Rata basis to the aggregate amount that percentage derived by dividing (A) the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities therein. No owned by such Holder may participate by (B) the total number of Registrable Securities owned by all the Holders seeking to include their Registrable Securities in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions underwriting. If any Holder disapproves of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of any such underwriting agreement. Any underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of pricing of such Underwritten Offeringoffering. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior to the effective date Effective Date of the such Registration Statement whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the pricing date of the Underwritten Offering, as applicablePartnership in accordance with Section 4 hereof.

Piggyback Registration. At (i) If Triangle shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (conduct, other than pursuant to any Demand Registration, a demand made pursuant to Section 7.12(a)) for an public offering of Partnership Interests Common Stock for cash (other than whether in connection with a public offering of Common Stock by Triangle, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales), the Partnership Triangle shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before before) the proposed filing datecommencement of the offering (the “Piggyback Notice”). The Partnership Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”). Triangle shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by for which Triangle has received a written request from a Holder within three Business Days after delivery of the Piggyback Notice to such Holder (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by Triangle, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by Triangle with respect to offerings of Common Stock, all upon the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership Triangle gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount Triangle shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Triangle. If the managing underwriter or managing underwriters of such offering advise Triangle and the Holders in writing that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such offering, Triangle shall include in such offering only that number of shares of Common Stock proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) if such registration statement is reasonably acceptable filed other than pursuant to the Partnership and take all reasonable actions as are requested a demand registration initiated by the managing underwriters NGP Holders, (i) first, to facilitate Triangle, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro rata among the Underwritten Offering NGP Holders and sale all Holders desiring to register Registrable Securities based on the number of Registrable Securities therein. No Holder held by all such Holders and the number of registrable securities held by the NGP Holders, and (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all other holders of Common Stock who may participate be seeking to register such Common Stock based on the number of shares of Common Stock such holder is entitled to include in such registration. (B) if such registration statement is filed pursuant to a demand registration initiated by the Underwritten Offering unless it agrees NGP Holders, (i) first, to sells its the NGP Holders, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro rata to the Holders desiring to register Registrable Securities covered by the Registration Statement based on the terms number of Registrable Securities held by all such Holders, and conditions (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the underwriting agreement and completes and delivers all necessary documents and information reasonably required under number of shares of Common Stock such holder is entitled to include in such registration. If any Holder disapproves of the terms of any such underwriting agreement. Any underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Triangle and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of the commencement of such Underwritten Offeringoffering. The Partnership Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) Triangle shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior at any time in its sole discretion whether or not any Holder has elected to the effective date include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by Triangle in accordance with Section 4 hereof. (iv) The rights of the Registration Statement or Holders under this Section 2(b) shall terminate if the pricing date number of Registrable Securities is less than 5% of the Underwritten Offering, as applicablenumber of outstanding shares of Common Stock.

Piggyback Registration. (i) At any time after the 180th day after the Closing Date, if the Partnership shall propose at any time to file a Registration Statement (Statement, other than pursuant to a demand made pursuant to Section 7.12(a)) Demand Registration, for an offering of Partnership Interests Securities for cash (other than an offering relating solely to an employee benefit plan or dividend reinvestment plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall promptly notify all Holders eligible to participate in such offering (each a “Piggyback Eligible Holder”) of such proposal reasonably in advance of (and in any event at least five (5) Business Days before before) the proposed anticipated filing datedate (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 such Registration Statement such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by written notice (a “Piggyback Request”) to the Partnership within two Business Days of such Holder’s receipt of the notice such Piggyback Request from the Partnership. 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 about under which the Partnership gives notice under this Section 7.12(b2(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 on upon such Piggyback Eligible Holder’s participation in such underwriting and the inclusion of all 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 Partnership and the Holder in writing that that, in its opinion such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Piggyback Eligible Holders would adversely and materially affect have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the amount of Registrable Securities that of each Selling Holder requested that shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis to until the aggregate amount that total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter deems will not underwriter, have such a material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to with the underwriter or underwriters selected for such Underwritten Offering by the Partnership 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 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 agreementagreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may irrevocably withdraw from such Underwritten Offering by delivering written notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering; provided further that, if such withdrawal results in the termination of such Underwritten Offering, such Holder shall reimburse the Partnership for any costs reasonably incurred by the Partnership with respect to such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b2(b) prior to the effective date of the Registration Statement or the pricing date of the 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 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 Partnership shall have the right to terminate or withdraw any registration initiated by it under this Section 2(b) prior to the Effective Date of such Registration Statement whether or not any Piggyback Eligible Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the Partnership in accordance with Section 4 hereof.

Piggyback Registration. At (a) If at any time prior to the fifth anniversary of the date of this Agreement the Company shall determine to register any of its securities, whether for sale for its own account or for the account of any 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 transaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will promptly give the Purchaser 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 the 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 180th day after Company. (b) If the Closing Date, if the Partnership shall propose to file a Piggyback Registration Statement (other than pursuant 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 so advise the Purchaser as a demand made part of the written notice given pursuant to Section 7.12(a4(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales). In such event, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt right of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under Purchaser to registration pursuant to this Section 7.12(b4 (or participate in an underwritten take down in the case of an unallocated or universal shelf registration) 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 on upon the agreement of the Purchaser to participate in such Holder’s underwriting and in the inclusion of all such Piggyback Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in herein. The Purchaser shall (together with the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included any other holders distributing securities in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten OfferingPiggyback Registration Statement, the Partnership and the Selling Holders involved shall if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form that is reasonably acceptable with the underwriter or underwriters selected for such underwriting by the Company. If the Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Partnership Company and take all reasonable actions as are requested by the managing underwriters. Any Piggyback Registrable Securities excluded from such underwriting shall be excluded from such Piggyback Registration Statement. (c) Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to facilitate a Piggyback Request determine, in their sole discretion that, after including all the Underwritten Offering shares proposed to be offered by the Company and sale 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 therein. No Holder may participate to be underwritten (a "Piggyback Market Cut-Back"), the Company shall include in the Underwritten Offering unless it agrees registration (i) in the event that such registration is on behalf of other shareholders of the Company having demand registration rights (A) first, the securities requested to sells its be registered by such other shareholders, and (B) second, the Piggyback Registrable Securities covered 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 Piggyback Registrable Securities which are to be registered and sold pursuant to the Piggyback Registration Statement and others exercising these rights, on the basis of the 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 Statement and others exercising these rights, on the terms and conditions basis of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under number of the terms Piggyback Registrable Securities requested to be included by holders of such Piggyback Registrable Securities, and others exercising these rights; provided, however, in no event shall the amount of Piggyback Registrable Securities of the Purchaser included in the underwriting agreement. Any Holder may withdraw from on behalf of the Company be reduced below twenty-five percent (25%) of the total amount of securities included in such Underwritten Offering by notice offering. (d) Except to the Partnership extent specifically provided in this Section 4 hereof, the procedures to be followed by the Company and the managing underwriter; provided such notice is delivered prior Purchaser, and the respective rights and obligations of the Company and the Purchaser, with respect to the launch distribution of any Piggyback Registrable Securities by the Purchaser pursuant to any Piggyback Registration 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 Underwritten Offering. The Partnership shall have Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. (e) Notwithstanding the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under foregoing, however, nothing in this Section 7.12(b) prior 4, or any other provision of this Agreement, shall be construed to limit the effective date absolute right of the Company, for any reason and in its sole discretion (i) to delay, suspend or terminate the filing of any Piggyback Registration Statement Statement; (ii) to delay the effectiveness of any Piggyback Registration Statement; or the pricing date of the Underwritten Offering, as applicable(iii) to withdraw such Piggyback Registration Statement.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for conduct an underwritten offering of Partnership Interests Common Stock for cash (other than whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales) (an “Underwritten Offering”), the Partnership Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested Underwritten Offering advise the Company that in their reasonable opinion that the inclusion of any of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Partnership Piggyback Notice shall offer the Holders the opportunity to include for registration in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to an effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice for which the Company has received by the Partnership written requests for inclusion therein within two three Business Days of such Holder’s receipt of after sending the notice from the PartnershipPiggyback Notice. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability a Holder decides not to include all of its desired amount of Registrable Securities in such any Registration Statement thereafter filed by the Company, such Holder shall be conditioned on such Holder’s inclusion of all such 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 Underwritten Offering; provided thatCompany with respect to offerings of Common Stock, in all upon the event that terms and conditions set forth herein. (ii) If the managing underwriter or managing underwriters of such an Underwritten Offering advises advise the Partnership Company and the Holder in writing Holders that in its their reasonable opinion that the inclusion of all or some of the Holders’ Registrable Securities requested for inclusion in the subject Registration Statement (and any other Common Stock proposed to be included in such offering) would adversely and materially affect likely have an adverse effect in any material respect on the price, timing or success distribution of the Underwritten OfferingCommon Stock proposed to be included in such offering, the amount Company shall include in such Underwritten Offering only that number of Registrable Securities that each Selling Holder requested shares of Common Stock proposed to be included in such Underwritten Offering shall be reduced on a Pro Rata basis to that, in the aggregate amount that reasonable opinion of the managing underwriter deems or managing underwriters, will not have such material effect, with such number to be allocated as follows: (A) first, (1) in the case of a Requested Underwritten Offering, to the Initiating Holder and, if there remains availability for additional shares of Common Stock to be included in such registration, to the Company, or (2) in the case of any other Underwritten Offerings, to the Company, (B) if there remains availability for additional shares of Common Stock to be included in such registration, second pro-rata among all Holders desiring to register Registrable Securities based on the number of Registrable Securities such Holder is entitled to include in such registration and, if applicable, to any other holders on whose behalf the Company filed such Registration Statement and adverse effect(C) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the number of Common Stock such holder is entitled to include in such registration. In connection with If any Holder disapproves of the terms of any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No such Holder may participate in the Underwritten Offering unless it agrees elect to sells its Registrable Securities covered withdraw therefrom 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. Any Holder may withdraw from such Underwritten Offering by written notice to the Partnership Company and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of the commencement of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(c) at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof. (iv) Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, that (i) such request must be made in writing prior to the effective effectiveness of such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. (v) The rights of a Holder under this Section 2(c) shall terminate on the later of (i) one year following the date of this Agreement and (ii) the Registration Statement or first date upon which the pricing date number of Registrable Securities held by such Holder is less than 5.0% of the Underwritten Offering, as applicablenumber of outstanding shares of Common Stock. (vi) No registration of Registrable Securities effected pursuant to a request under this Section 2(c) be deemed to have been effected pursuant to Section 2(a) or shall relieve the Company of its obligations under Section 2(a).

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At 6.1. Whenever the Corporation proposes at any time after following the 180th day after date of this Warrant Agreement to register any of its Common Stock under the Closing DateSecurities Act of 1933, if as amended (the Partnership shall propose to file “Securities Act”) (a Registration Statement “Piggyback Registration”) (other than pursuant to a demand made pursuant form S-4, form S-8 or any successor forms) and the registration form to Section 7.12(a)) be used may be used for an offering the registration of Partnership Interests for cash Common Stock issued or issuable by way of exercise of the Warrant (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales“Registrable Securities”), the Partnership shall notify Corporation will give prompt written notice to all Holders of the Warrant and Registrable Securities of its intention to effect such proposal at least five Business Days before a registration and will include in such registration all Registrable Securities with respect to which the proposed filing dateCorporation has received written requests for inclusion therein within 30 days after the date the Corporation’s notice is given to such holders. 6.2. The Partnership shall use commercially reasonable efforts Registration Expenses of the Holders of Registrable Securities (as defined in Section 8 of this Warrant) will be paid by the Corporation in the Piggyback Registration. 6.3. If the Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Corporation, the Corporation will include in such registration (a) first, the securities the Corporation proposes to sell, (b) second, the Registrable Securities requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of Registrable Securities held requested to be included therein and any other securities requested to be included therein by any Holder other holders entitled to request inclusion of their securities in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(bregistration, and (c) is for an Underwritten Offeringthird, then any Holder’s ability other securities requested to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced registration. 6.4. If the Piggyback Registration is an underwritten secondary registration on a Pro Rata basis to behalf of holders of the aggregate amount that Corporation’s Common Stock, and the managing underwriter deems will not have underwriters advise the Corporation that in their opinion the number of securities requested to be included in such material and adverse effect. In connection with any registration exceeds the number which can be sold in an orderly manner in such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is offering within a price range reasonably acceptable to the Partnership and take all reasonable actions as are holders initially requesting such registration, the Corporation will include in such registration (a) first, the securities requested to be included therein by the managing underwriters holders requesting such registration, and (b) the Registrable Securities and any other securities requested to facilitate be included in such registration by other holders entitled to request inclusion of their securities in such registration, pro rata among the Underwritten Offering and sale holders of such securities on the basis of the number of Registrable Securities therein. No Holder may participate requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableregistration.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.Securities

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section ‎Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section ‎Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section ‎Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At 6.1. Whenever the Corporation proposes at any time after following the 180th day after date of this Warrant Agreement to register any of its Common Stock under the Closing DateSecurities Act of 1933, if as amended (the Partnership shall propose to file "Securities Act") (a Registration Statement "Piggyback Registration") (other than pursuant to a demand made pursuant form S-4, form S-8 or any successor forms) and the registration form to Section 7.12(a)) be used may be used for an offering the registration of Partnership Interests for cash Common Stock issued or issuable by way of exercise of the Warrant (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales"Registrable Securities"), the Partnership shall notify Corporation will give prompt written notice to all Holders of the Warrant and Registrable Securities of its intention to effect such proposal at least five Business Days before a registration and will include in such registration all Registrable Securities with respect to which the proposed filing dateCorporation has received written requests for inclusion therein within 30 days after the date the Corporation's notice is given to such holders. 6.2. The Partnership shall use commercially reasonable efforts Registration Expenses of the Holders of Registrable Securities (as defined in Section 8 of this Warrant) will be paid by the Corporation in the Piggyback Registration. 6.3. If the Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Corporation, the Corporation will include in such registration (a) first, the securities the Corporation proposes to sell, (b) second, the Registrable Securities requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of Registrable Securities held requested to be included therein and any other securities requested to be included therein by any Holder other holders entitled to request inclusion of their securities in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(bregistration, and (c) is for an Underwritten Offeringthird, then any Holder’s ability other securities requested to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced registration. 6.4. If the Piggyback Registration is an underwritten secondary registration on a Pro Rata basis to behalf of holders of the aggregate amount that Corporation's Common Stock, and the managing underwriter deems will not have underwriters advise the Corporation that in their opinion the number of securities requested to be included in such material and adverse effect. In connection with any registration exceeds the number which can be sold in an orderly manner in such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is offering within a price range reasonably acceptable to the Partnership and take all reasonable actions as are holders initially requesting such registration, the Corporation will include in such registration (a) first, the securities requested to be included therein by the managing underwriters holders requesting such registration, and (b) the Registrable Securities and any other securities requested to facilitate be included in such registration by other holders entitled to request inclusion of their securities in such registration, pro rata among the Underwritten Offering and sale holders of such securities on the basis of the number of Registrable Securities therein. No Holder may participate requested to be included therein and any other securities requested to be included therein by other holders entitled to request inclusion of their securities 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableregistration.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.13(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.13(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.13(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after (a) If the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement registration statement relating to an offering of Common Stock by the Company or any holder of its securities (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or of stock issued to employees of the Company pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an any employee benefit plan, an offering relating respectively) for the registration of Common Stock (a “Piggyback Registration”), it will give written notice to a transaction on Form S-4 or an offering on any all Holders at least 20 days before the initial filing with the SEC of such piggyback registration statement that does not permit secondary sales(a “Piggyback Registration Statement”), which notice shall set forth the Partnership shall notify all Holders intended method of such proposal at least five Business Days before disposition of the securities proposed filing dateto be registered (which, if the Piggyback Registration is to relate to an underwritten offering, must be for inclusion in the underwritten offering). The Partnership notice shall use commercially reasonable efforts offer to include in such number filing such shares of Registrable Securities held by any as such Holders may request. (b) Each Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice desiring to have Registrable Securities registered under this Section 7.12(b4.02 (“Participating Piggyback Holders”) shall advise the Company in writing within ten days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is for an Underwritten Offering, then any Holder’s ability to requested. The Company shall thereupon include its desired in such filing the number or amount of Registrable Securities in such Registration Statement for which registration is so requested, subject to paragraph (c) below, and shall be conditioned on such Holder’s inclusion use its reasonable best efforts to effect registration of all such Registrable Securities in under the Underwritten Offering; provided that, in Securities Act. (c) If the event that Piggyback Registration relates to an underwritten public offering and the managing underwriter of such Underwritten Offering proposed public offering advises the Partnership and the Holder in writing that that, in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringopinion, the amount of Registrable Securities that each Selling Holder requested to be included in the Piggyback Registration in addition to the securities being registered by the Company would be greater than the total number of securities which can be sold in the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then: (i) in the event the Company initiated the Piggyback Registration, the Company shall include in such Piggyback Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggyback Holders, to be included in such Underwritten Offering Piggyback Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be reduced allocated among such selling security holders on a Pro Rata pro rata basis (based on the number of securities of the Company held by each such selling security holder); (ii) in the event any holder of Common Stock of the Company initiated the Piggyback Registration, the Company shall include in such Piggyback Registration first, the securities such initiating security holder proposes to register, second, the aggregate securities of any other selling security holders (including Participating Piggyback Holders), in an amount that which together with the managing underwriter deems securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) and third, any securities the Company proposes to register, in an amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities; (d) The Company will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall hereafter enter into an underwriting agreement any agreement, which is inconsistent with the rights of priority provided in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(bparagraph (c) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableabove.

Piggyback Registration. At any time after the 180th day after the Closing Date(i) So long as a Holder has Registrable Securities, if the Partnership Company shall at any time propose to file conduct a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an public offering of Partnership Interests Common Stock for cash (other than whether in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales), the Partnership Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before before) the proposed filing datecommencement of the offering (the “Piggyback Notice”). The Partnership Piggyback Notice shall offer to each Holder holding at least $1.25 million of Registrable Securities based on the VWAP of such Registrable Securities on the date of such Piggyback Notice the opportunity to include for registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by for which the Company has received a written request from a Holder within three Business Days after delivery of the Piggyback Notice to such Holder (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by the Company, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by the Partnership within two Business Days Company with respect to offerings of such Holder’s receipt of Common Stock, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership Company gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount the Company shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter or managing underwriters of such offering advise the Company and the Holders in writing that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such offering only that number of shares of Common Stock proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) If such registration statement is reasonably acceptable filed other than pursuant to a demand registration initiated by the Preferred Holders pursuant to the Partnership and take terms of the Preferred Registration Rights Agreement, (i) first, to the Company, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro rata among the Preferred Holders desiring to register Preferred Registrable Securities based on the number of Preferred Registrable Securities held by all reasonable actions as are requested such Preferred Holders, (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro rata among the Citrus Holders desiring to register Citrus Registrable Securities based on the number of Citrus Registrable Securities held by all such Citrus Holders, (iv) if there remains availability for additional shares of Common Stock to be included in such registration, fourth pro rata among all Holders desiring to register Registrable Securities based on the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities therein. No Holder held by all such Holders and (v) if there remains availability for additional shares of Common Stock to be included in such registration, fifth pro-rata among all other holders of Common Stock who may participate be seeking to register such Common Stock based on the number of shares of Common Stock such holder is entitled to include in the Underwritten Offering unless it agrees such registration. (B) If such registration statement is filed pursuant to sells its Registrable Securities covered a demand registration initiated 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 Preferred Holders pursuant to the terms of the Preferred Registration Rights Agreement, (i) first, to the Preferred Holders, (ii) if there remains availability for additional shares of Common Stock to be included in such underwriting agreementregistration, second pro rata to the Citrus Holders desiring to register Citrus Registrable Securities based on the number of Citrus Registrable Securities held by all such Citrus Holders, (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro rata to the Holders desiring to register Registrable Securities based on the number of Registrable Securities held by all such Holders, and (iv) if there remains availability for additional shares of Common Stock to be included in such registration, fourth pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the number of shares of Common Stock such holder is entitled to include in such registration. Any If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Company and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of the commencement of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. Unless otherwise agreed to by a Holder with the Company, any Holder that has elected to include Registrable Securities in a Piggyback Registration shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such offering by giving written notice to the Company of such withdrawal at or prior to the effective date time of pricing of such offering. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 4 hereof. (iv) The rights of the Registration Statement or Holders under this Section 2(b) shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $1.25 million of Registrable Securities based on the pricing date of the Underwritten Offering, as applicableCommon Stock Price.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (a) Whenever the Corporation proposes to register any of its securities for an underwritten offering under the Securities Act in which (i) any Corporation Securities owned beneficially or of record by I-Pulse or any of its Affiliates or any Investor are included in the registration statement for such offering as securities being offered by a selling stockholder or, (ii) at any time one hundred eighty (180) days after the 180th day after effective date of the Closing Date, if first registration statement filed by the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for Corporation covering an underwritten offering of Partnership Interests for cash (any of its securities to the general public, Corporation Securities of any other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any holder are included in the registration statement that does not permit secondary salesfor such offering as securities being offered by a selling stockholder (each a “Piggyback Registration”), the Partnership Corporation shall notify give prompt written notice to all Holders holders of Registrable Securities of the proposed offering at least thirty (30) days before the initial filing with the Commission of such proposal at least five Business Days before registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 4.2 shall advise the proposed Corporation in writing within twenty (20) days after the date of receipt of such notice from the Corporation, setting forth the amount of such Registrable Securities for which registration is requested. Subject to Section 4.2(b), the Corporation shall thereupon include in such filing date. The Partnership the number of Registrable Securities for which registration is so requested, and shall use its commercially reasonable efforts to include such number of Registrable effect registration under the Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days Act of such Holder’s receipt of Registrable Securities. Notwithstanding anything to the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringcontrary contained herein, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Corporation shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b) prior to the effective date effectiveness of such registration whether or not any holder of Registrable Securities has elected to include securities in such registration. (b) If a Piggyback Registration is an underwritten registration and the managing underwriters advise the Corporation in writing that in then opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Corporation, the Corporation shall include in such registration: (i) first, the Securities the Corporation proposes to sell, if any, and (ii) second, the Registrable Securities and any other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and such other parties on the basis of the Registration Statement or the pricing date number of the Underwritten Offering, as applicablesecurities owned by each such holder.

Piggyback Registration. At any time after the 180th day after the IPO Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.13(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.13(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.13(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (Statement, other than pursuant to a demand made pursuant to Section 7.12(a)) any Demand Registration, for an offering of Partnership Interests Common Shares for cash (other than whether in connection with a public offering of Common Shares by the Company, a public offering of Common Shares by shareholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 F-4 or an offering on any registration statement form that does not permit secondary sales), the Partnership Company shall promptly notify all Holders Quantum of such proposal reasonably in advance of (and in any event at least five Business (5) Trading Days before before) the proposed anticipated filing datedate (the “Piggyback Notice”). The Partnership Piggyback Notice shall use commercially reasonable efforts offer Quantum the opportunity to include for registration in such Registration Statement the number of Registrable Securities held by as it may request (a “Piggyback Registration”). The Company shall include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests within five (5) days after delivery to Quantum of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If Quantum decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each Holder shall request in a Notice received thereafter filed by the Partnership within two Business Days Company, Quantum 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 such Holder’s receipt of Common Shares, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership Company gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability the Company shall so advise Quantum. In such event, the right of Quantum to include its desired amount of Registrable Securities be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon Quantum’s participation in such Holder’s underwriting and the inclusion of all such Quantum’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in herein. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in Quantum proposes to distribute its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringthrough such underwriting, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter or managing underwriters of such offering advise the Company and Quantum in writing that is reasonably acceptable in their reasonable opinion that the inclusion of all of Quantum’ Registrable Securities in the subject Registration Statement (or any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of the Company Securities proposed to be included in such offering or the market for the Common Shares, the Company shall include in such offering only that number or amount, if any, of Common Shares proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (i) first, to the Partnership and take all reasonable actions as are requested by Company or the managing underwriters to facilitate the Underwritten Person or Persons demanding such underwritten Offering and sale (ii) if there remains availability for additional Common Shares to be included in such registration, second, to Quantum and third, pro-rata among all other holders of Registrable Securities therein. No Holder Common Shares who may participate in the Underwritten Offering unless it agrees be seeking to sells its Registrable Securities covered by the Registration Statement register such Common Shares based on the terms and conditions number of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Common Shares such other holders are entitled to include in such registration. If Quantum disapproves of the terms of any such underwriting agreement. Any Holder underwriting, it may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Company and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of pricing of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior to the effective date Effective Date of the such Registration Statement whether or not Quantum has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the pricing date of the Underwritten Offering, as applicableCompany in accordance with Section 4 hereof.

Piggyback Registration. At (a) RoweCom may determine to provide for the firmly underwritten sale of RoweCom Stock for its own account and/or the account of other stockholders, and in connection with such determination, will file with the Commission a registration statement to register such Common Stock (an "Underwritten Sale"). ----------------- In the event of such a determination, RoweCom will give to each Resale Holder written notice thereof at least 15 days prior to the filing of such registration statement, and will include in the Underwritten Sale (and any time related qualification under blue sky laws or other related compliance) all the Registrable Securities specified by the Resale Holders in their written request or requests to RoweCom, made within 10 days after receipt of such written notice from RoweCom, subject, however, to the 180th day after marketing and other limitations set forth in Section 8A.3(b) below; provided, however, that no Registrable Securities will be included in a registration statement filed with the Closing Date, Commission if (i) the Partnership shall propose to file Registrable Securities have been sold in a Registration Statement (other than pursuant to a demand made registration statement pursuant to Section 7.12(a)8A.2 or (ii) RoweCom reasonably determines that the Underwritten Sale will not be completed (i.e., the registration statement is not declared effective) within one year of the Effective Time. An Underwritten Sale, including the form of underwriting agreement to be entered into by RoweCom, the underwriter(s) and any selling stockholders, will be on customary terms. The underwriter(s) for an offering Underwritten Sale will be selected by RoweCom in its sole discretion. (b) The right of Partnership Interests for cash (other than an offering relating solely any Resale Holder to an employee benefit plan, an offering relating registration pursuant to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall 8A.3 will be conditioned on upon such Resale Holder’s 's participation in the Underwritten Sale and the inclusion of all such Registrable Securities in the Underwritten Offering; Sale to the extent provided that, in herein. All Resale Holders distributing Registrable Securities through the event that the managing underwriter of such Underwritten Offering advises the Partnership Sale will (together with RoweCom and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of other holders distributing their securities through the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall Sale) enter into an underwriting agreement in customary form that is reasonably acceptable with the managing underwriter. To facilitate the allocation of shares in accordance with the above provision, RoweCom or the underwriters may round the number of shares allocated to any Resale Holder to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale nearest 100 shares. If any Resale Holder disapproves of Registrable Securities therein. No Holder may 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. Any Holder the Underwritten Sale, he or she may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership RoweCom and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership Company shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.20(a)) for an offering of Partnership Membership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership Company shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership Company shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership Company within two Business Days of such Holder’s receipt of the notice from the PartnershipCompany. If the Registration Statement about which the Partnership Company gives notice under this Section 7.12(b7.20(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership Company and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Membership Interests therein, including indemnification of the underwriters and representations and covenants, in each case upon customary terms. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.20(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date(a) Except with respect to a Shelf Registration Statement, if the Partnership shall propose Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than pursuant a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), 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 cause to be included) in such registration statement the number of shares of Registrable Securities as each such Holder may request (each, a demand made pursuant “Piggyback Registration Statement”). Subject to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales1.8(b), the Partnership Company shall notify include in each Piggyback Registration Statement all Holders of such proposal at least Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a “Piggyback Request”) within five Business Days before after the proposed filing datedate of the Piggyback Notice. The Partnership Company shall use commercially reasonable efforts not be required to include such number 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 distribution by the Holders of the Registrable Securities held by any Holder included in such registration statement. The Company may postpone or withdraw a Piggyback Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days at any time prior to effectiveness of such Holder’s receipt 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 notice from securities to be registered pursuant to the Partnership. If registration giving rise to the Registration Statement about which the Partnership gives notice rights under this Section 7.12(b) is for 1.8 are to be sold in an Underwritten Offering, then any Holder’s ability the Company shall use reasonable best efforts to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that cause the managing underwriter or 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 advises advise the Partnership and the Holder Company in writing that in its or their good faith opinion the inclusion number of all securities exceeds the number of securities which can be sold in such offering in light of market conditions or some 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 would adversely and materially affect the timing or success of the Holders that have requested to participate in such Underwritten OfferingOffering 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 the total amount of Registrable Securities securities owned by each selling holder and its Affiliates (other than the Company); and (iii) third, any other securities of the Company that each Selling Holder have been requested to be included in such Underwritten Offering shall be reduced offering, allocated pro rata among such holders on a Pro Rata the basis of the percentage of securities of the Company then held by such holders; provided that Holders may, prior to the aggregate amount that earlier of (a) the effectiveness of the registration statement and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter deems will not have or underwriters, withdraw their request to be included in such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable registration pursuant to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable1.8.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership Company shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Company Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership Company shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership Company shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership Company within two Business Days of such Holder’s receipt of the notice from the PartnershipCompany. If the Registration Statement about for which the Partnership Company gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership Company and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder▇▇▇▇▇▇’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided Offering; provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided underwriter; provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 S‑4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after date that the Closing DatePreferred Shares and the Warrants are first issued by the Company, if the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an offering the resale of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)the Company’s Common Stock, the Partnership Company shall notify all Holders send to each Investor written notice of such proposal at least five Business Days before determination and, if within fifteen (15) days after the proposed filing date. The Partnership date of such notice, such Investor shall use commercially reasonable efforts so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities held sought to be included by such Investors; provided, however that the Company shall not exclude any Holder Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement as each Holder or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided, further however that after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall request be made pro rata with holder of other securities having the contractual right to include such securities in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability other than holder of securities contractually entitled to include its desired amount NYC:539442.5/her181-226414 2 inclusion of Registrable Securities their securities in such Registration Statement shall be conditioned on by reason of demand registration rights. In an offering in connection with which an Investor is entitled to registration under this Section 2(a), if such Holder’s inclusion of all offering is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership same underwriter(s) and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis subject to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offeringprovisions of this Agreement, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the same terms and conditions as other shares of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of Common Stock include in such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwritten offering.

Piggyback Registration. At any time after (a) Beginning on the 180th day after first anniversary of the Closing Datedate of this Agreement, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall Parent will notify all Holders of such proposal Registrable Securities in writing at least five Business Days before 10 days prior to the proposed filing date. The Partnership shall use commercially reasonable efforts of any registration statement under the Securities Act for purposes of a public offering of Parent Common Stock by Parent (including, but not limited to, registration statements relating to secondary offerings of Parent Common Stock, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under SEC Rule 145) and will afford each such Holder an opportunity to include in such registration statement up to 50% of such Registrable Securities held by such Holder, subject to Section 8.1(b). Each Holder desiring to include in any such registration statement part of the Registrable Securities held by it will, within 5 days after the above-described notice from Parent (the “Holder Notice Period”), so notify Parent in writing. Such notice will state the intended method of disposition of the Registrable Securities by such Holder as well as the number of Registrable Securities held proposed by any such Holder to be included in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. registration statement. (b) If the Registration Statement about registration statement under which the Partnership Parent gives notice under this Section 7.12(b) 8.1 is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount Parent will so advise the Holders of Registrable Securities as a part of such notice. In such event, the right of any Holder to be included in such Registration Statement shall a registration pursuant to this Section 8.1 will be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems underwriting will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parent. Notwithstanding any other provision of this Section 8.1, if the underwriter determines that is reasonably acceptable marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting will be allocated: first, to Parent and second, to the Partnership and take all reasonable actions as are requested by registration of the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in allocated among the Underwritten Offering unless it agrees to sells its Holders of such Registrable Securities covered by the Registration Statement on a pro rata basis based on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms number of such underwriting agreement. Any Holder may withdraw from Registrable Securities held by all such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall Holders. (c) Parent will have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b) 8.1 prior to the effective date effectiveness of the Registration Statement such registration whether or the pricing date of the Underwritten Offering, as applicablenot any Holder has elected to include securities in such registration.

Piggyback Registration. At any time after the 180th day after the Closing Date(i) So long as a Holder has Registrable Securities, if the Partnership Company shall at any time propose to file conduct a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an public offering of Partnership Interests Common Stock for cash (other than whether in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales), the Partnership Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before before) the proposed filing datecommencement of the offering (the “Piggyback Notice”). The Partnership Piggyback Notice shall offer to each Holder holding at least $2.5 million of Registrable Securities based on the VWAP of such Registrable Securities on the date of such Piggyback Notice the opportunity to include for registration in such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by for which the Company has received a written request from a Holder within three Business Days after delivery of the Piggyback Notice to such Holder (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by the Company, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by the Partnership within two Business Days Company with respect to offerings of such Holder’s receipt of Common Stock, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership Company gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount the Company shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter or managing underwriters of such offering advise the Company and the Holders in writing that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such offering only that number of shares of Common Stock proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) if such registration statement is reasonably acceptable filed other than pursuant to a demand registration initiated by the Preferred Holders pursuant to the Partnership and take terms of the Preferred Registration Rights Agreement, (i) first, to the Company, (ii) if there remains availability for additional shares of Common Stock to be included in such registration, second pro rata among the Preferred Holders desiring to register Preferred Registrable Securities based on the number of Preferred Registrable Securities held by all reasonable actions as are requested by such Preferred Holders, (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro rata among all Holders desiring to register Registrable Securities based on the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities therein. No Holder held by all such Holders and (iv) if there remains availability for additional shares of Common Stock to be included in such registration, fourth pro-rata among all other holders of Common Stock who may participate be seeking to register such Common Stock based on the number of shares of Common Stock such holder is entitled to include in the Underwritten Offering unless it agrees such registration. (B) if such registration statement is filed pursuant to sells its Registrable Securities covered a demand registration initiated 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 Preferred Holders pursuant to the terms of the Preferred Registration Rights Agreement, (i) first, to the Preferred Holders, (ii) if there remains availability for additional shares of Common Stock to be included in such underwriting agreementregistration, second pro rata to the Holders desiring to register Registrable Securities based on the number of Registrable Securities held by all such Holders, and (iii) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all other holders of Common Stock who may be seeking to register such Common Stock based on the number of shares of Common Stock such holder is entitled to include in such registration. Any If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Company and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of the commencement of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. Unless otherwise agreed to by a Holder with the Company, any Holder that has elected to include Registrable Securities in a Piggyback Registration shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such offering by giving written notice to the Company of such withdrawal at or prior to the effective date time of pricing of such offering. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 4 hereof. (iv) The rights of the Registration Statement or Holders under this Section 2(b) shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $2.5 million of Registrable Securities based on the pricing date of the Underwritten Offering, as applicableCommon Stock Price.

Piggyback Registration. At If Azurix proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any time class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 under the Securities Act applies or an offering of securities solely to Azurix's existing stockholders), then Azurix shall in each case give written notice of such proposed filing to the Holders of Restricted Stock as soon as practicable (but no later than five business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise Azurix in writing within five business days after the 180th day after date of Azurix's notice, setting forth the Closing Dateamount of such Holder's Restricted Stock for which registration is requested. If Azurix's offering is to be an underwritten offering, Azurix shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Restricted Stock, requested to be included in the registration for such offering, to include such securities in such offering on the same terms and conditions as any similar securities of Azurix included therein. Moreover, if the Partnership shall propose registration of which Azurix gives notice does involve an underwriting, the right of each Holder to file a Registration Statement (other than registration pursuant to this Section 3 shall, unless Azurix otherwise assents, be conditioned upon such Holder's participation as a demand made pursuant seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by Azurix. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Section 7.12(a)the Holders of Restricted Stock that either because of (A) for an the kind of securities which the Holders, Azurix and any other person or entities intend to include in such offering or (B) the size of Partnership Interests for cash (the offering which the Holders, Azurix and other than an offering relating solely persons intend to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)make, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt success of the notice from offering or the Partnership. If then prevailing price of the Registration Statement about which Common Stock would be materially and adversely affected by inclusion of the Partnership gives notice under this Section 7.12(b) is for an Underwritten OfferingRestricted Stock requested to be included, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, (i) in the event that the managing underwriter size of the offering is the basis of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringmanaging underwriter's opinion, the number of shares to be offered for the accounts of Holders of Restricted Stock shall be reduced pro rata or to the extent necessary to reduce the total amount of Registrable Securities that each Selling Holder requested securities to be included in such Underwritten Offering offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as Azurix, such reduction shall not represent a greater fraction of the number or kind of securities intended to be offered by Holders of Restricted Stock than the fraction of similar reductions imposed on such other persons or entities over the amount of securities of such kind they intended to offer; and (ii) in the event that the combination of securities to be offered is the basis of such managing under-writer's opinion, (x) the Restricted Stock to be included in such offering shall be reduced on a Pro Rata basis as described in clause (i) above (subject to the aggregate amount that proviso in clause (i)) or, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter deems underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will not have be excluded from such material offering. Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and adverse effect. In connection with any such Underwritten Offeringshall not, without the Partnership consent of Azurix and the Selling Holders involved shall enter into an underwriting agreement manager of the underwriting, be transferred in customary form that is reasonably acceptable a public distribution prior to the Partnership and take all reasonable actions earlier of 90 days (or such other shorter period of time as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions manager of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(brequire) prior to after the effective date of the Registration Statement registration statement or 150 days after the pricing date the Holders of the Underwritten Offering, as applicablesuch Restricted Stock are notified of such exclusion.

Piggyback Registration. At (a) The Parent shall notify all Holders of Registrable Securities in writing at least twenty (20) days prior to the filing under the Act of any time after registration statement or a prospectus supplement to an effective shelf registration statement in which Holders may be included (either by inclusion in the 180th day after applicable registration statement without the Closing Date, if the Partnership shall propose to file filing of a post-effective amendment thereto or because a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(ais effective)) , in either case for purposes of an underwritten public offering of Partnership Interests for cash Common Stock (other than whether in connection with an underwritten public offering of Common Stock by Parent, by shareholders of Parent, or both, but excluding a registration relating solely to an employee benefit planplans, an offering a registration relating to a corporate reorganization or other transaction on Form S-4 S-4, or an offering a registration on any registration statement form that does not permit secondary sales), the Partnership shall notify all Holders of ) and will afford each such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts Holder an opportunity to include in such number underwritten offering all or part of Registrable Securities the Common Stock held by such Holder. Each Holder desiring to include in any such underwritten offering all or any part of the Common Stock held by such Holder shall, within fifteen (15) days after the above-described notice from Parent, so notify Parent in writing. If a Holder decides not to include any of his or her Common Stock in any underwritten public offering of Common Stock , such Holder shall nevertheless continue to have the rights set forth in Section 1.2 and the right to include any Common Stock in any subsequent underwritten public offerings of Common Stock, all upon the terms and conditions set forth herein. (b) The right of any such Holder to be included in an underwritten public offering of Common Stock pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such Registration Statement as each Holder shall request in a Notice received by underwriting and the Partnership within two Business Days inclusion of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities Common Stock in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis underwriting to the aggregate amount that the managing underwriter deems will not have extent provided herein. All Holders proposing to distribute their Common Stock through such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parent. (c) Notwithstanding subsections (a) and (b) above, in the event the managing underwriter advises Parent in writing that is reasonably acceptable the inclusion of Common Stock proposed to be included by the Holders in such underwritten public offering may adversely affect the offering and sale (including price) of the Common Stock to be sold in such offering, the number of shares of Common Stock proposed to be included by the Holders may be cut back disproportionately relative to the Partnership Common Stock to be included in such offering by Parent or shareholders of Parent other than the Holders, and take all reasonable actions as are requested pro rata based upon the number of shares of Common Stock owned by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may 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 each such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership affected Holder. (d) Parent shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering underwritten public offering initiated by it under this Section 7.12(b) 1.3 prior to the effective date completion of the Registration Statement such offering whether or the pricing date not any Holder has elected to include Common Stock in such offering. The expenses of the Underwritten Offering, as applicablesuch withdrawn offering shall be borne by Parent.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.7.12

Piggyback Registration. At (a) Parent may determine to provide for the firmly underwritten sale of Parent Common Stock for its own account and/or the account of other stockholders, and in connection with such determination, shall file with the SEC a registration statement to register such Common Stock (an "Underwritten Sale"). ----------------- In the event of such a determination, Parent will give to each Holder written notice thereof at least 15 days prior to the filing of such registration statement, and will include in the Underwritten Sale (and any time related qualification under blue sky laws or other related compliance) all the Registrable Securities specified by the Holders in their written request or requests to Parent, made within 10 days after receipt of such written notice from Parent, subject, however, to the 180th day after marketing limitation set forth in Section 3(b) below; provided, however, that no Registrable Securities shall be included -------- ------- in a registration statement filed with the Closing Date, SEC if (i) the Partnership shall propose to file Registrable Securities are included in a Registration Statement (other than pursuant to a demand made registration statement pursuant to Section 7.12(a)2 or (ii) the Parent reasonably determines that the Underwritten Sale will not be completed (i.e., the registration statement is not declared effective) within 1 year of the Effective Time. An Underwritten Sale, including the form of underwriting agreement to be entered into by Parent, the underwriter(s) and any selling stockholders, shall be on customary terms. The underwriter(s) for an offering Underwritten Sale shall be selected by Parent in its sole discretion. (b) The right of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under to registration pursuant to this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement 3 shall be conditioned on upon such Holder’s 's participation in the Underwritten Sale and the inclusion of all such Registrable Securities in the Underwritten Offering; Sale to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership herein. All Holders shall (together with Parent and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of other holders distributing their securities through the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall Sale) enter into an underwriting agreement in customary form with the managing underwriter. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that is reasonably acceptable marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration and underwriting (or exclude the Registrable Securities altogether), allocated among the Holders in proportion, as nearly as practicable, to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale respective amounts of Registrable Securities thereinrequested to be included by such Holders in accordance with Section 3(a) above. No To facilitate the allocation of shares in accordance with the above provision, Parent or the underwriters may round the number of shares allocated to any Holder may participate in to the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions nearest 100 shares. If any Holder disapproves of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder the Underwritten Sale, he or she may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Parent and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership Company shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Company Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership Company shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership Company shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership Company within two Business Days of such HolderH▇▇▇▇▇’s receipt of the notice from the PartnershipCompany. If the Registration Statement about for which the Partnership Company gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership Company and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If the Company has not filed the Shelf Registration Statement, and the Company shall determine to register any time after equity securities of the 180th day after Company for its own account or for the Closing Date, if account of other holders of equity securities of the Partnership shall propose to file a Registration Statement Company on any registration form (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), S-8 or other successor forms) which permits the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number inclusion of Registrable Securities held by any Holder (a "Piggyback Registration"), the Company will promptly give each Holder written notice thereof and, subject to Section 2.2(c), shall include in such Registration Statement as each Holder shall request in a Notice registration all Registrable Securities requested to be included therein pursuant to the written requests of Holders received by the Partnership within two Business Days of such Holder’s receipt 20 days after delivery of the notice from the Partnership. Company's notice. (ii) If the Piggyback Registration Statement about which relates to an underwritten public offering, the Partnership gives Company shall so advise the Holders as part of the written notice under this given pursuant to Section 7.12(b) is for an Underwritten Offering2.2(a). In such event, then the right of any Holder’s ability Holder to include its desired amount of Registrable Securities participate in such Registration Statement registration shall be conditioned on upon such Holder’s inclusion of all 's participation in such underwriting in accordance with the terms and conditions thereof. The Board shall have the right to select the managing underwriter(s) for any underwritten Piggyback Registration. All Holders proposing to distribute their Registrable Securities in through such underwriting shall (together with the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall Company) enter into an underwriting agreement in customary form that form. (iii) If such proposed Piggyback Registration is reasonably acceptable to the Partnership 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 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 an under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership written offering, and the managing underwriter; provided underwriter for such notice is delivered offering advises the Com pany that the securities requested to be included therein exceeds the amount of securities that can be sold in such offering, any securities to be sold by the Company or other holders of the Company's securities initiating such offering or otherwise contractually entitled to be included in such offering prior to the launch Holders of the Registrable Securities shall have priority over any Registrable Securities held by Holders, and the number of shares to be included by a Holder and other holders of the Company's securities that did not initiate the offering in such Underwritten Offering. The Partnership registration shall be reduced pro rata on the basis of the percentage of the then outstanding Registrable Securities held by each such Holder and all other holders exercising similar registra tion rights. (iv) Notwithstanding the provisions of this Section 2.2, the Company shall have the right at any time after it shall have given written notice to terminate the Holders pursuant to Section 2.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) the same after filing but prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableeffectiveness.

Piggyback Registration. At any time after the 180th day after the Closing Date, if (i) If the Partnership shall at any time propose to file a Registration Statement (Statement, other than pursuant to a demand made pursuant to Section 7.12(a)) any Demand Registration, for an offering of Partnership Interests Securities for cash (other than whether in connection with a public offering of Partnership Securities by the Partnership, a public offering of Partnership Securities by unitholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement form that does not permit secondary sales), the Partnership shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business two (2) Trading Days before before) the proposed anticipated filing datedate (the “Piggyback Notice”). The Piggyback Notice shall offer the 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 number of Piggyback Registration such Registrable Securities held by for which the Partnership has received written requests within three (3) days after mailing of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by the Partnership, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by the Partnership within two Business Days with respect to offerings of such Holder’s receipt of Partnership Securities, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount the Partnership shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form that is reasonably acceptable to 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 take the Holders in writing that in their reasonable opinion that the inclusion of all reasonable actions as are requested by of the managing underwriters to facilitate Holders’ Registrable Securities in the Underwritten Offering and sale 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 therein. No Holder may participate held by the Holders that, in the Underwritten Offering unless it agrees to sells its 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 covered by the Registration Statement to be registered applied pro-rata among all Holders desiring to register Registrable Securities based on the terms and conditions number of Registrable Securities owned by each such Holder of the underwriting 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 any agreement and completes and delivers all necessary documents and information reasonably required under approved in accordance with Section 2(f) below, to the amount of Partnership Securities sought to be registered by such other holders. If any Holder disapproves of the terms of any such underwriting agreement. Any underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of pricing of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such 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 “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of securities carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (iii) The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior to the effective date Effective Date of the such Registration Statement whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the pricing date of the Underwritten Offering, as applicablePartnership in accordance with Section 4 hereof.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.12 (b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At If at any time after prior to the 180th day after the Closing Date, if the Partnership shall propose to file Expiration Date a Registration Statement (is not in effect to register this Warrant and the Common Shares issuable upon exercise of this Warrant, the Company determines to register for its own account or the account of others under the 1933 Act any of its equity securities, other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any registration statement that does not permit secondary salesacquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Holder of Warrants or Shares written notice of such determination and, if within twenty (20) days after receipt of such notice, such Holder shall so request in writing (hereafter a “Selling Holder”), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership Company shall use commercially reasonable efforts to include in such Registration Statement all or any part of the Shares issuable or issued upon exercise of the Warrants (the “Registrable Securities”) such Selling Holder requests to be registered. The obligations of the Company under this Section 16(a) may be waived by Holders holding a majority in interest of the Registrable Securities. If in connection with any primary underwritten public offering for the account of the Company, the managing underwriter thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares underlying the Warrants which may be included in the registration statement because, in such underwriter’s judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Selling Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities held sought to be included by such Holders; provided, however, that the Company shall not exclude any Holder Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement as each Holder shall request in a Notice received by registration statement or are not entitled to pro rata inclusion with the Partnership within two Business Days Registrable Securities. Notwithstanding the provisions of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering16, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right at any time after it shall have given written notice pursuant to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b16 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any Holder of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.Registrable Securities

Piggyback Registration. At If the Buyer at any time after the 180th day after or from time to time subsequent to the Closing Date, if Date proposes to register any securities under the Partnership shall propose to file a Registration Statement Securities Act either for its own account or the account of any selling security holders (other than pursuant to (i) a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form Forms S-4 or an offering S-8 or any successor or similar forms, or (ii) a registration on any registration statement form that does not permit secondary sales), it will give notice to each of the Partnership shall notify all Holders Sellers of its intention at least twenty (20) days in advance of the filing of any registration statement with respect thereto. Upon the written request of any of the Sellers (such requesting Seller, or its permitted assign, “Holder”) given within fifteen (15) days after receipt of such proposal at least five Business Days before notice, the proposed filing date. The Partnership shall Buyer, subject to the sentences below, will use commercially its reasonable best efforts to include in such registration, and in any underwriting involved therein, all of the Buyer Shares included in such request (“Registrable Securities”) that are not already covered by an existing and effective Registration Statement. Provided, however; if in connection with any underwritten public offering for the account of the Buyer the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days shares of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event Buyer that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested may be included in the registration statement because, in such Underwritten Offering underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Buyer shall be reduced on obligated to include in the registration statement only such limited portion of the Buyer Shares with respect to which a Pro Rata basis Holder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Buyer Shares shall be made pro rata with holders of other securities having the right to include such securities in the aggregate amount that registration statement other than holders of securities entitled to inclusion of their securities in the managing underwriter deems will not have such material and adverse effectregistration statement by reason of demand registration rights. In If an offering in connection with any such Underwritten Offeringwhich a Holder elects to participate in registration is an underwritten offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested then a Holder shall, unless otherwise agreed by the managing Buyer, offer and sell such Buyer Shares in an underwritten offering using the same underwriter or underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the same terms and conditions as other shares of common stock included in such underwritten offering. The rights and benefits conferred upon Sellers in this Section 7.16 are not transferable or assignable and shall be terminated with respect to any portion of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Buyer Shares that are sold, assigned or otherwise transferred unless such transfer is to a family member as a result of the terms depth of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableSeller.

Piggyback Registration. At (a) If at any time after the 180th day after the Closing Date, if the Partnership shall propose API proposes to file a Registration Statement (whether or not for sale for its own account, other than pursuant to Section 4 or Section 5 hereof, or if it proposes to effect a demand made “shelf takedown” from an already effective Form S-3, it will, prior to such filing or prior to the time when any offering is commenced pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely a “shelf takedown”, as the case may be, give prompt written notice to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of its intention to do so and, upon the written request of Holders given within ten (10) days after API provides such proposal at least five Business Days before the proposed filing date. The Partnership notice, API shall use commercially its reasonable efforts to include all Registrable Securities which API has been so requested by Holders to include in such Registration Statement; provided that API shall have the right to postpone or withdraw any registration (or offering pursuant to a shelf takedown, it being understood that for purposes of this Section 6, the terms “register”, “registration” and “registration statement” shall include a shelf takedown from an existing shelf) effected pursuant to this Section 6 without obligation to the holders of Registrable Securities, other than payment of the Registration Expenses of such Holders. (b) In connection with any offering under this Section 6 involving an underwriting, API shall not be required to include any shares of the Common Stock in such underwriting unless Investor enters into an underwriting agreement pursuant to Section 7(c) hereof. Notwithstanding any other provision of this Section 6, if the underwriter advises a Holder that marketing factors require a limitation of the number of shares to be underwritten, then such Holder shall so advise API and API shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) to Holders pro rata among the Holders thereof on the basis of the Registrable Securities owned by each such Holder and Parent in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by any Holder the Holders and the amount of Parent Registrable Securities held by Parent, until such Holders and Parent have included in the underwriting all shares requested by such Holders and Parent to be included, but only to the extent, Parent elects to participate in such underwritten offering pursuant to the Parent Registration Statement Rights Agreement and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as each Holder shall request nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of the Majority Holders participating in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this registration referred to in Section 7.12(b) is for an Underwritten Offering6(a), then any Holder’s ability to include its desired amount of no securities other than Registrable Securities in such Registration Statement and the Parent Registrable Securities shall be conditioned on covered by such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion registration if the inclusion of all or some Registrable Securities such other securities would adversely and materially affect the timing or success result in a reduction of the Underwritten Offering, the amount number of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by such registration or included in any underwriting or if, in the Registration Statement on the terms and conditions opinion of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to , the launch inclusion of such Underwritten Offering. The Partnership shall have other securities would adversely impact the right to terminate or withdraw any marketing of such offering. (c) If API has previously filed a Registration Statement with respect to Registrable Securities pursuant to Sections 4 or Underwritten Offering initiated by it under 5 or pursuant to this Section 7.12(b) prior 6, and if such previous registration has not been withdrawn or abandoned, API will not file or cause to be effected any other registration of any of its equity securities or securities convertible into or exchangeable or exercisable for its equity securities under the Securities Act (except on Form S 4 or S 8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities other than the Majority Holders, until a period of at least six months has elapsed from the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablesuch previous registration.

Piggyback Registration. At any time after the 180th day after the Closing Date, if (i) If the Partnership shall at any time propose to file a Registration Statement (Statement, other than pursuant to a demand made pursuant to Section 7.12(a)) any Demand Registration, for an offering of Partnership Interests Securities for cash (other than whether in connection with a public offering of Partnership Securities by the Partnership, a public offering of Partnership Securities by unitholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement form that does not permit secondary sales), the Partnership shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business two (2) Trading Days before before) the proposed anticipated filing datedate (the “Piggyback Notice”). The Piggyback Notice shall offer the 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 number of Piggyback Registration such Registrable Securities held by for which the Partnership has received written requests within three (3) days after mailing of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by the Partnership, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by the Partnership within two Business Days with respect to offerings of such Holder’s receipt of Partnership Securities, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount the Partnership shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form that is reasonably acceptable to 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 take the Holders in writing that in their reasonable opinion that the inclusion of all reasonable actions as are requested by of the managing underwriters to facilitate Holders’ Registrable Securities in the Underwritten Offering and sale 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 therein. No Holder may participate held by the Holders that, in the Underwritten Offering unless it agrees to sells its 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 covered by the Registration Statement to be registered applied pro-rata among all Holders desiring to register Registrable Securities based on the terms and conditions number of Registrable Securities owned by each such Holder of the underwriting 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 and completes and delivers all necessary documents and information reasonably required under approved in accordance with Section 2(f) below, to the amount of Partnership Securities sought to be registered by such other holders. If any Holder disapproves of the terms of any such underwriting agreement. Any underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of pricing of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such 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 “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of securities carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (iii) The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior to the effective date Effective Date of the such Registration Statement whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the pricing date of the Underwritten Offering, as applicablePartnership in accordance with Section 4 hereof.

Piggyback Registration. At any time after (a) After the 180th day after the Closing First Year Lock-Up Expiration Date, if the Partnership shall propose Company at any time proposes to file a Registration Statement effect an Underwritten Public Offering of its Class A Common Stock for its own account or the account of any Stockholder (other than (i) pursuant to the IPO Follow-On Underwritten Offering, any Exchange Registration or Demand Registration or (ii) pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration on Form S-4 or an offering on S-8 or any registration statement that does not permit secondary salessuccessor or similar forms) (a “Piggyback Registration”), the Partnership shall notify all Holders Company will give written notice at least ten (10) business days prior to the anticipated launch of such proposal at least five Business Days before Underwritten Public Offering to each of the proposed filing date. The Partnership H&F Holders and, following an AIC Demand Event, AIC, which notice shall use commercially reasonable efforts set forth the Company’s intention to include effect the Underwritten Public Offering and the rights of each of the H&F Holders and AIC, as applicable, under this Section 3.12 and shall offer each of the H&F Holders and AIC, as applicable, the opportunity to sell in such Underwritten Public Offering the number of Registrable Securities held by any Holder in such Registration Statement as each may request, subject to the restrictions on Transfers herein and the provisions of this Section 3.12. Upon the request of any H&F Holder shall request in a Notice received by or, following an AIC Demand Event, AIC, made within seven (7) business days after the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If Company (which request shall specify the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount number of Registrable Securities in intended to be sold by such Registration Statement Stockholder), the Company shall be conditioned on such Holder’s inclusion of all such Registrable Securities use its reasonable best efforts to include in the Underwritten Offering; provided thatPublic Offering all Registrable Securities that any H&F Holder or AIC have requested to sell. Notwithstanding anything to the contrary herein, the H&F Holders and AIC must sell their Registrable Securities pursuant to this Section 3.12 to the underwriters selected by the Company and on the same terms and conditions as apply to the Company. (b) The Company shall be liable for and pay all Registration Expenses in connection with any Piggyback Registration. (c) In connection with a Piggyback Registration, if the event that the sole or managing underwriter of such Underwritten Offering the registration advises the Partnership and the Holder in writing Company that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount number of Registrable Securities that each Selling Holder requested to be included exceeds the Maximum Offering Size, the Company shall include Registrable Securities in such Underwritten Offering shall be reduced on a Pro Rata basis registration up to the aggregate amount that Maximum Offering Size in accordance with the managing underwriter deems will not have such material and adverse effect. In connection priority established by Section 3.05(a) with any such respect to the IPO Follow-On Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale . (d) No registration of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees effected pursuant 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it a request under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, 3.12 shall be counted as applicablea Demand Registration.

Piggyback Registration. At (a) Parent may determine to provide for the firmly underwritten sale of Parent Common Stock for its own account and/or the account of other stockholders, and in connection with such determination, shall file with the Commission a registration statement to register such Common Stock (an "Underwritten Sale"). In the event of such a determination, Parent will give to each Resale Holder written notice thereof at least 15 days prior to the filing of such registration statement, and will include in the Underwritten Sale (and any time related qualification under blue sky laws or other related compliance) all the Registrable Securities specified by the Resale Holders in their written request or requests to Parent, made within 10 days after receipt of such written notice from Parent, subject, however, to the 180th day after marketing and other limitations set forth in Section 10.3(b) below; provided, however, that no Registrable Securities shall be included in a registration statement filed with the Closing Date, Commission if (i) the Partnership shall propose to file Registrable Securities have been sold in a Registration Statement (other than pursuant to a demand made registration statement pursuant to Section 7.12(a)10.2 or (ii) the Parent reasonably determines that the Underwritten Sale will not be completed (i.e., the registration statement is not declared effective) within one year of the Effective Time. An Underwritten Sale, including the form of underwriting agreement to be entered into by Parent, the underwriter(s) and any selling stockholders, shall be on customary terms. The underwriter(s) for an offering Underwritten Sale shall be selected by Parent in its sole discretion. (b) The right of Partnership Interests for cash (other than an offering relating solely any Resale Holder to an employee benefit plan, an offering relating registration pursuant to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement 10.3 shall be conditioned on upon such Resale Holder’s 's participation in the Underwritten Sale and the inclusion of all such Registrable Securities in the Underwritten Offering; Sale to the extent provided that, in herein. All Resale Holders distributing Registrable Securities through the event that the managing underwriter of such Underwritten Offering advises the Partnership Sale shall (together with Parent and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of other holders distributing their securities through the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall Sale) enter into an underwriting agreement in customary form that is reasonably acceptable with the managing underwriter. Notwithstanding any other provision of this Section 10.3, if the Registrable Securities requested to be included in the Underwritten Sale pursuant to this Section 10.3 exceeds twenty percent (20%) of the total number of shares to be included in such registration, the Parent or the managing underwriter, as the case may be, may limit the Registrable Securities to be included in such registration and underwriting to twenty percent (20%) of the total number of shares to be included in such registration and underwriting, allocated among the Resale Holders in proportion, as nearly as practicable, to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale respective amounts of Registrable Securities thereinrequested to be included by such Resale Holders in accordance with Section 10.3(a) above. No To facilitate the allocation of shares in accordance with the above provision, Parent or the underwriters may round the number of shares allocated to any Resale Holder may participate in to the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions nearest 100 shares. If any Resale Holder disapproves of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder the Underwritten Sale, he or she may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Parent and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)a) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership The Company shall notify all Holders in writing at least ninety (90) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, 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 an opportunity to include in such registration statement all or part of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt . Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the PartnershipCompany, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Registration Statement about Company, such 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 its securities, all upon the terms and conditions set forth herein. (b) If the registration statement under which the Partnership Company gives notice under this Section 7.12(b) 2.3 is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount the Company shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2.3 shall be conditioned on upon such Holder’s 's participation in such underwriting and the inclusion of all such Holder's Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely (and, if applicable, any and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested all other selling shareholders who may be included in permitted to register shares) through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form that is reasonably acceptable with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement to the Partnership and take all reasonable actions as are requested by contrary, if the managing underwriters underwriter determines in good faith that marketing factors require a limitation of the number of shares to facilitate be underwritten, the Underwritten Offering and sale number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a PRO RATA basis based on the total number of Registrable Securities thereinrequested by each Holder to be registered; third, to any stockholder of the Company (other than a Holder) on a PRO RATA basis. No Holder may participate such reduction shall reduce the securities being offered by the Company for its own account to be included in the Underwritten registration and underwriting; PROVIDED, however, that in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering unless it agrees to sells its and such registration does not include shares of any other selling stockholders, in which event any or all of the 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 Holders may be excluded in accordance with the terms immediately preceding sentence. In no event shall shares of any other selling stockholder be included in such underwriting agreement. Any Holder registration which would reduce the number of shares which may withdraw from such Underwritten Offering be included by notice to Holders without the Partnership and the managing underwriter; provided such notice is delivered prior to the launch written consent of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date Holders of not less than two-thirds of the Registration Statement or Registrable Securities proposed to be sold in the pricing date of the Underwritten Offering, as applicableoffering.

Piggyback Registration. At (i) If the Company proposes to file a ---------------------- registration statement under the Securities Act relating solely to a secondary offering of Common Stock by any stockholder of the Company (a "Selling Holder") (it being understood that a registration statement on Form S-4 or S-8 (or any form substituting therefor) or filed in connection with an exchange offer, a non-cash offer or an offering of securities solely to the Company's existing stockholders or employees or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities shall not be deemed to be a secondary offering contemplated hereby) at any time after the 180th day after first anniversary of the Closing Datedate hereof, if the Partnership Company shall propose in each case give written notice of such proposed filing to file a Registration Statement (other than pursuant the Investor at least twenty days before the anticipated filing date, and such notice shall offer the Investor the opportunity to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any include in such registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include (a "Secondary Piggy-back") such number of Registrable Securities held as such Investor may request in writing within ten days after receipt of such notice; provided, that the right to -------- register Registrable Securities as provided in this Section 9.1(b) shall not apply to any registration statement relating to a primary offering of Common Stock by the Company for its own account even if securityholders of the Company exercise any Holder rights they may have to include their securities in such Registration Statement as each Holder registration statement. The Company shall request in use reasonable efforts to cause the managing underwriter or underwriters, if any, of a Notice received proposed underwritten offering by such Selling Holders to permit the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability Investor to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned offering on the same terms and conditions as any similar securities being offered by such Holder’s inclusion of all Selling Holders and included therein. Notwithstanding the foregoing, if any such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter or underwriters of such Underwritten Offering advises offering advise the Partnership Company and the Holder Investor in writing that in its opinion or their sole discretion the inclusion aggregate amount of all or some Registrable Securities would securities requested to be included in such offering could be expected to adversely and materially affect the timing or success of such offering (including, without limitation, the Underwritten Offering, price of the Common Stock to be offered thereby) then the amount of Registrable Securities that each Selling Holder requested to be offered for the account of the Investor shall be reduced to the extent necessary to reduce the total amount of securities to be included in such Underwritten Offering shall be reduced on a Pro Rata basis offering to the aggregate amount that the recommended by such managing underwriter deems will not have such material and adverse effectunderwriter. In connection with any such Underwritten Offeringa Secondary Piggy- back, the Partnership Company will bear all registration expenses, except that underwriting commissions and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable expenses attributable to the Partnership Registrable Securities and take all reasonable actions as are requested fees and disbursements of counsel, if any, for the Investor will be borne by the managing underwriters Investor. (ii) Notwithstanding the foregoing, the Company shall not be required to facilitate honor the Underwritten Offering and sale request of the Investor to include Registrable Securities in a Secondary Piggy-back pursuant to this Section 9.1(b) if (A) counsel to the Company renders an opinion to the effect that registration under the Securities Act is not required for the transfer by the Investor of Registrable Securities therein. No Holder may participate proposed to be included 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. Any Holder may withdraw from Secondary Piggy-back, (B) such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered Secondary Piggy- back shall become effective prior to the launch first anniversary of the date hereof, (C) such Underwritten Offering. The Partnership Secondary Piggy-back shall have become effective after the right tenth anniversary of the date hereof, or (D) the amount of Registrable Securities to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior be included in such Piggy-back Registrable is less than $50,000 in market value at the time the request for such registration is made to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableCompany.

Piggyback Registration. At any time after the 180th day after the Closing Datedate hereof, if the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an offering the resale of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)the Company's Common Stock, the Partnership Company shall notify all Holders send to each Investor written notice of such proposal at least five Business Days before determination and, if within fifteen (15) days after the proposed filing date. The Partnership date of such notice, such Investor shall use commercially reasonable efforts so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered[, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities held sought to be included by such Investors; provided, however that the Company shall not exclude any Holder Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement as each Holder or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided, further however that after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall request be made pro rata with holder of other securities having the contractual right to include such securities in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability other than holder of securities contractually entitled to include its desired amount inclusion of Registrable Securities their securities in such Registration Statement shall be conditioned on by reason of demand registration rights.] In an offering in connection with which an Investor is entitled to registration under this Section 2(a), if such Holder’s inclusion of all offering is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership same underwriter(s) and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis subject to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offeringprovisions of this Agreement, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the same terms and conditions as other shares of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of Common Stock include in such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwritten offering.

Piggyback Registration. At any time after prior to the 180th day after first anniversary of the Closing Datedate hereof, if the Partnership shall propose whenever AspenTech proposes to file a Registration Statement (other than pursuant registration statement under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an public offering of Partnership Interests Aspen Common for cash sale by AspenTech for its own account or by any of AspenTech's securityholders, AspenTech shall give written notice (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders "Offering Notice") of such proposal proposed filing to each of the Holders at least five Business Days thirty days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice "Piggyback Registration") must be received by AspenTech within fifteen days after the Partnership within two Business Days Offering Notice is given. AspenTech shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as the shares of all such Registrable Securities in Aspen Common included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises the Partnership and the Holder a proposed underwritten offering advise AspenTech in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for Aspen Common, AspenTech will not be required to include in such registration the number of Registrable Securities, if any, to be offered for the accounts of Holders or, in AspenTech's discretion, it may include such Registrable Securities of Holders but such Registrable Securities, shall be reduced pro rata on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis registration to the aggregate amount that extent necessary to reduce the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale total number of Registrable Securities therein. No Holder may participate to be included 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. Any Holder may withdraw from such Underwritten Offering by notice offering to the Partnership and the number recommended by such managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate underwriter or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwriters.

Piggyback Registration. At any Each Piggyback Notice shall be provided to Holders by 9:00 a.m. New York City time after the 180th day after the Closing Date, if the Partnership shall propose to file on a Registration Statement (other than pursuant to a demand made Business Day pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of 3.01. Each such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within will have two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an (or one Business Day in connection with any overnight or bought Underwritten Offering, then any Holder’s ability ) after such Piggyback Notice has been delivered to include its desired amount of Registrable Securities request in such Registration Statement shall be conditioned on such Holder’s writing the inclusion of all such Registrable Securities in the Underwritten Offering; provided thatOffering for Other Holders. If no request for inclusion from a Holder is received within the specified time, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering shall be reduced on a Pro Rata basis and prior to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any closing of such Underwritten Offering, the Partnership and Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders involved and, (1) in the case of a determination not to undertake such Underwritten Offering, shall enter into an underwriting agreement in customary form that is reasonably acceptable be relieved of its obligation to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of sell any Included Registrable Securities therein. No Holder may participate in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering unless it agrees Offering. Any Selling Holder shall have the right to sells its withdraw such Selling Holder’s request for inclusion of such Selling Holder’s 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. Any Holder may withdraw from in such Underwritten Offering by giving written notice to the Partnership and the managing underwriter; provided Company of such notice is delivered withdrawal at least one Business Day prior to the launch time of pricing of such Underwritten Offering. The Partnership Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall have the right not be required to terminate or withdraw deliver any Registration Statement or Underwritten Offering initiated by it under notice to such Holder pursuant to this Section 7.12(b2.02(a) prior and such Holder shall no longer be entitled to the effective date of the Registration Statement or the pricing date of the participate in Underwritten OfferingOfferings pursuant to this Section 2.02(a), as applicableunless such Piggyback Opt-Out Notice is revoked by such Holder.

Piggyback Registration. At (a) Whenever the Company proposes to effect the registration of, any time after Common Shares under U.S. Securities Laws (whether for the 180th day after Company’s own account or for the Closing Date, if the Partnership shall propose to file account of any other person) (a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales“Piggyback Registration”), the Partnership Company will, no later than twenty (20) days after the decision is made to proceed, give written notice to the Purchasers of its intention to effect such a registration, and such notice shall notify all Holders of such proposal at least five Business Days before offer the proposed filing date. The Partnership shall use commercially reasonable efforts Purchasers the opportunity to include register (on the same terms and conditions) such number of Registrable outstanding Common Shares as the holders thereof may request (the “Holders’ Securities”). The Company will include in registration all outstanding Holders’ Securities held by any Holder in such Registration Statement as each Holder shall with respect to which the Company has received a written request in a Notice received by for the Partnership within two Business Days of such Holder’s receipt of the notice inclusion therein from the Partnershiprecord holders thereof within thirty (30) days following the date the Company gives such notice. If the Registration Statement about which the Partnership gives notice under offering contemplated by this Section 7.12(b) is for to be an Underwritten Offeringunderwritten offering, then any Holder’s ability then, notwithstanding the foregoing, the Company shall not be required to include its desired amount of Registrable any Holders’ Securities to be offered or sold by any Purchaser in such Registration Statement shall be conditioned on underwritten offering unless such Holder’s inclusion Purchaser accepts the terms of all the underwriting as agreed upon between the Company and its underwriters, and then only in such Registrable Securities quantity as the underwriters determine in their sole discretion will not jeopardize the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringoffering by the Company. If the total number of securities, including the amount of Registrable Securities that each Selling Holder Holders’ Securities, requested by Purchasers to be included in such Underwritten Offering offering exceeds the amount of securities (other than those to be sold by or for the account of the Company) that the underwriters determine in their reasonable discretion is compatible with the success of such offering, then the Company shall be reduced required to include in such offering only that number of such securities, including Holders’ Securities, that the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In the event the underwriters determine that less than all of the Holders’ Securities requested to be registered can be included in such offering, then the Holders’ Securities that are included in such offering shall be apportioned pro rata among the selling holders of the Holders’ Securities based on the relative number of outstanding Common Shares that are owned of record by such selling holders or in such other proportions as shall mutually be agreed to by the Company and all such selling holders. (b) Notwithstanding any of the foregoing provisions, the Company shall not be required to include in a Pro Rata basis Piggyback Registration of any Common Shares of the Purchaser if such Purchaser, together with its Affiliates, holds less than one percent (1%) of the Company’s outstanding capital stock and all Common Shares held by such Purchaser may be sold under Rule 144 under the 1933 Act within a single ninety (90) day period. (c) The registration rights herein granted to the aggregate amount Purchasers are not assignable without the prior written consent of the Company, not to be unreasonably withheld, provided that the managing underwriter deems will not have such material and adverse effect. In connection rights may be assigned to a transferee or assignee of the Common Shares who is an Affiliate or spouse of the Purchaser without the prior consent of the Company but with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable prior notification to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableCompany.

Piggyback Registration. At (a) Subject to the terms and conditions set forth in this Section 22, if eSpeed proposes for any reason to register shares of eSpeed Class A Common Stock under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto, or in connection with a registration primarily for the benefit of employees) at any time during the one-year period beginning on the date that is 45 Business Days after the 180th day after third anniversary of the Closing Date, if it shall promptly give written notice to each of the Partnership Freedom Participants of its intention to so register such shares and, upon the written request, given within 15 days after delivery of such notice by eSpeed, of any Freedom Participant to include in such registration Freedom Registrable Shares held by such Freedom Participant (which request shall propose specify the number of Freedom Registrable Shares proposed to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering be included in such registration by such Freedom Participant and shall state the intended method of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary salesdisposition of such Freedom Registrable Shares by such Freedom Participant), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership eSpeed shall use commercially reasonable efforts to include cause all such number of Freedom Registrable Securities held by any Holder Shares to be included in such Registration Statement registration on the same terms and conditions as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities securities otherwise being sold in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in registration. In the event that the proposed registration by eSpeed is an underwritten public offering of shares of eSpeed Class A Common Stock, any request pursuant to this Section 22 to register Freedom Registrable Shares shall specify that such Freedom Registrable Shares are to be included in the underwriting on the same terms and conditions as the shares of eSpeed Class A Common Stock, if any, otherwise being sold through underwriters under such registration. (b) If the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing eSpeed that in its opinion the inclusion of all or some Freedom Registrable Securities would adversely and materially affect the timing or success Shares, together with all other shares of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested eSpeed Class A Common Stock proposed to be included in such Underwritten Offering registration would interfere materially with the successful marketing (including pricing) of any of such other shares of eSpeed Class A Common Stock proposed to be registered by eSpeed, then eSpeed may in its sole discretion exclude all such Freedom Registrable Shares (or any portion thereof) from such registration and any offering related thereto. (c) In the event that less than all of the Freedom Registrable Shares requested to be included in a registered offering are included in such offering by operation of paragraph (b) above, the number of Freedom Registrable Shares to be included in such offering shall be reduced allocated among the selling Freedom Participants on a Pro Rata pro rata basis corresponding, with respect to each selling Freedom Participant, to the ratio that the number of Freedom Registrable Shares requested by such selling Freedom Participant to be included bears to the aggregate amount number of Freedom Registrable Shares requested to be included by all such selling Freedom Participants. (d) eSpeed shall not be obligated to effect the registration of any Freedom Registrable Shares pursuant to this Section 22 unless the Freedom Participants electing to participate consent to customary conditions of a reasonable nature that are imposed by eSpeed. Without limiting the managing underwriter deems will not have generality of the foregoing, whenever Freedom Registrable Shares are registered pursuant to this Section 22, each Freedom Participant participating in such material and adverse effect. In connection with any such Underwritten Offeringregistration shall, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable as a condition to the Partnership including of Freedom Registrable Shares held by such Freedom Participant in such registration, provide eSpeed on a timely basis with such information and take all reasonable actions materials as are requested eSpeed may reasonably request in order to effect the registration of the Freedom Registrable Shares. (e) Notwithstanding anything in this Section 22 to the contrary, eSpeed shall have no obligation to include any Freedom Registrable Shares proposed to be included in any registration relating to a secondary offering of such of eSpeed Class A Common Stock by one or more third parties if (i) the managing underwriters terms of any agreement providing for such secondary offering do not provide for the inclusion of the Freedom Registrable Share pursuant to facilitate piggyback registration rights and (ii) such third parties do not consent to the Underwritten Offering inclusion of such Freedom Registrable Shares. (f) All expenses incurred by eSpeed in effecting a registration and sale of Freedom Registrable Securities therein. No Holder may 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it Shares under this Section 7.12(b) prior 22, including, without limitation, all registration and filing fees (including all expenses incident to filing with Nasdaq), fees and expenses of complying with securities and "blue-sky" laws, printing expenses, expenses incurred in composing the registration statement and all amendments, supplements and exhibits thereto, expenses incurred by eSpeed in marketing and assisting in the marketing of such Freedom Registrable Shares, the fees, disbursements and expenses of managing underwriter or underwriters, the fees and expenses of counsel and independent auditors including fees of counsel and accountants incurred in connection with the preparation of customary opinions of counsel and independent auditors shall be borne by the selling Freedom Participants on a pro rata basis corresponding, with respect to each selling Freedom Participant, to the effective date ratio that the number of Freedom Registrable Shares requested by such selling Freedom Participant to be included bears to the Registration Statement or aggregate number of eSpeed Class A Common Stock to be included in such registration; provided, however, that under all circumstances, all underwriting discounts, income and transfer taxes, if any, selling commissions and legal fees and expenses of counsel to the pricing date Freedom Participants participating in any registration under this Section 22 shall not be borne by eSpeed but shall be borne solely by such participating Freedom Participants in respect of the Underwritten Offering, as applicabletheir Freedom Registrable Shares.

Piggyback Registration. At (i) The Buyer shall notify all Selling Stockholders in writing at least fifteen (15) days prior to the filing by Radiant of any time registration statement under the Securities Act for the purpose of registering securities of Radiant, excluding registration statements on SEC Forms S-▇, ▇-▇ or any similar or successor forms, and will afford each such Selling Stockholder an opportunity to include in such registration statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Restricted Stock held by it shall, within ten (10) days after receipt of the 180th day after above-described notice from the Closing DateBuyer, so notify the Buyer in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by Radiant, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or registration statements as may be filed by Radiant with respect to offerings of its securities, all upon the terms and conditions set forth herein. Radiant may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the Partnership shall propose proposal to file a Registration Statement register the securities proposed to be registered thereby is abandoned. (other than pursuant to a demand made ii) In the event that any registration pursuant to Section 7.12(a)13.12(b) for shall be, in whole or in part, an underwritten public offering of Partnership Interests for cash (other than an offering relating solely Common Stock on behalf of Radiant, all Selling Stockholders proposing to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of distribute their Restricted Stock through such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Radiant. If the managing underwriter thereof advises Radiant in writing that is reasonably in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Radiant, Radiant shall include in such registration (i) first, the Partnership securities Radiant proposes to sell, and take all reasonable actions as are (ii) second, the Restricted Stock and any other registrable securities eligible and requested by to be included in such registration to the extent that the number of shares to be registered under this clause (ii) will not, in the opinion of the managing underwriters underwriter, adversely affect the offering of the securities pursuant to facilitate clause (i). In such a case, shares shall be registered pro rata among the Underwritten Offering holders of such Restricted Stock and sale other registrable securities on the basis of Registrable Securities therein. No Holder may participate the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the Underwritten Offering unless it agrees contrary contained herein, Radiant's obligation in Section 13.12(b) above shall extend only to sells its Registrable Securities covered by the inclusion of the Restricted Stock in a Registration Statement on and only to the inclusion of shares of Restricted Stock to the extent permissible under Rule 415 or other applicable rules under the Securities Act. Radiant shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the underwriting agreement and completes and delivers all necessary documents and information reasonably required under sale of the Restricted Stock or to otherwise assume any responsibility for the manner, price or terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and distribution of the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Restricted Stock. (iv) Radiant shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b) 13.12 prior to the effective date effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Statement or Expenses (as defined in Section 13.12) of such withdrawn registration shall be borne by the pricing date of the Underwritten Offering, as applicableBuyer in accordance with Section 13.12 hereof.

Piggyback Registration. At any time after the 180th day after the Closing Date, if (i) If the Partnership shall at any time propose to file a Registration Statement (Statement, other than pursuant to a demand made pursuant to Section 7.12(a)) any Demand Registration, for an offering of Partnership Interests Securities for cash (other than whether in connection with a public offering of Partnership Securities by the Partnership, a public offering of Partnership Securities by unitholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement form that does not permit secondary sales), the Partnership shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business two (2) Trading Days before before) the proposed anticipated filing datedate (the “Piggyback Notice”). The Piggyback Notice shall offer the 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 number of Piggyback Registration such Registrable Securities held by for which the Partnership has received written requests within three (3) days after mailing of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each thereafter filed by the Partnership, such Holder shall request nevertheless continue to have the right to include any Registrable Securities in a Notice received any subsequent registration statement or registration statements as may be filed by the Partnership within two Business Days with respect to offerings of such Holder’s receipt of Partnership Securities, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability to include its desired amount the Partnership shall so advise the Holders of Registrable Securities Securities. In such event, the right of any such Holder to be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon such Holder’s participation in such underwriting and the inclusion of all such Holder’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Holders proposing to distribute their Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved 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 Holders in writing that is reasonably acceptable in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement (or any other Partnership Securities proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of the Partnership Securities proposed to be included in such offering or the market for the Common Units, the Partnership shall include in such offering only that number or amount, if any, of Partnership Securities proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated, subject to the rights of any holder that has priority by virtue of any Pre-Existing Rights, as follows: (i) first, to the Partnership and take all reasonable actions as are requested by or the managing underwriters to facilitate the Underwritten Person or Persons demanding such underwritten Offering and sale of (ii) if there remains availability for additional Partnership Securities to be included in such registration, second pro-rata among all Holders desiring to register Registrable Securities therein. No Holder and all other holders of Partnership Securities who may participate in the Underwritten Offering unless it agrees be seeking to sells its Registrable register such Partnership Securities covered by the Registration Statement based on the terms and conditions number of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Partnership Securities such Holder or holder is entitled to include in such registration. If any Holder disapproves of the terms of any such underwriting agreement. Any underwriting, such Holder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of pricing of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior to the effective date Effective Date of the such Registration Statement whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the pricing date of the Underwritten Offering, as applicablePartnership in accordance with Section 4 hereof.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (a) Whenever the Corporation proposes to register any of its securities for an underwritten offering under the Securities Act in which (i) any Corporation Securities owned beneficially or of record by I-Pulse or any of its Affiliates or any Investor are included in the registration statement for such offering as securities being offered by a selling stockholder or, (ii) at any time one hundred eighty (180) days after the 180th day after effective date of the Closing Date, if first registration statement filed by the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for Corporation covering an underwritten offering of Partnership Interests for cash (any of its securities to the general public, Corporation Securities of any other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any holder are included in the registration statement that does not permit secondary salesfor such offering as securities being offered by a selling stockholder (each a “Piggyback Registration”), the Partnership Corporation shall notify give prompt written notice to all Holders holders of Registrable Securities of the proposed offering at least thirty (30) days before the initial filing with the Commission of such proposal at least five Business Days before registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 4.2 shall advise the proposed Corporation in writing within twenty (20) days after the date of receipt of such notice from the Corporation, setting forth the amount of such Registrable Securities for which registration is requested. Subject to Section 4.2(b), the Corporation shall thereupon include in such filing date. The Partnership the number of Registrable Securities for which registration is so requested, and shall use its commercially reasonable efforts to include such number of Registrable effect registration under the Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days Act of such Holder’s receipt of Registrable Securities. Notwithstanding anything to the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringcontrary contained herein, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Corporation shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b) prior to the effective date effectiveness of such registration whether or not any holder of Registrable Securities has elected to include securities in such registration. (b) If a Piggyback Registration is an underwritten registration and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Corporation, the Corporation shall include in such registration: (i) first, the securities the Corporation proposes to sell, if any, and (ii) second, the Registrable Securities and any other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and such other parties (including, without limitation, I-Pulse and the Ivanhoe Parties) on the basis of the Registration Statement or the pricing date number of the Underwritten Offering, as applicablesecurities owned by each such holder.

Piggyback Registration. At any time after In the 180th day after event that the Closing Date, if Company files a registration statement with the Partnership shall propose to file a Registration Statement SEC covering the sale of its Common Stock (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form S-4 or an offering S-8, or on any another form, or in another context, in which such “piggyback” registration statement that does not permit secondary saleswould be inappropriate), then the Partnership Company shall notify all Holders give written notice of such proposal at least five Business Days proposed filing to the Holders as soon as practicable but in no event less than ten (10) days before the proposed anticipated filing date. The Partnership , which notice shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, describe the amount of Registrable Securities that each Selling Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the aggregate amount that Holders in such notice the opportunity to register the sale of the Registrable Securities as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause all or any part of such Registrable Securities such Holder requests to be included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter deems will not have or underwriters, if applicable, of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such material and adverse effectRegistrable Securities in accordance with the intended method(s) of distribution thereof. In connection with any such Underwritten Offering, the Partnership and the Selling The Holders involved proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form that is with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters Company (which information shall be limited to facilitate that which is required for disclosure under the Underwritten Offering Securities Act and sale the forms, rules and regulations promulgated thereunder) (the “Selling Holder Information”) to be included in the registration statement timely or the Company may elect to exclude such Holder from the registration statement. Notwithstanding anything else to the contrary in this Section 2(a), if (i) the SEC or any position of the staff of the SEC sets forth a limitation on the number of Registrable Securities therein. No Holder may participate permitted to be registered on a particular registration statement as a secondary offering or (ii) the registration statement is in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions form of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership an underwritten offering and the managing underwriter; provided underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such notice is delivered prior offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success, other than, in each case, in an immaterial manner as determined by the Company in its reasonable discretion (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such registration statement to: (x) first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities and (y) to the launch extent that the Maximum Number of Securities has not been reached under the foregoing clause (x), the securities (including Registrable Securities) for which registration has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such Underwritten Offeringperson has requested be included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the Maximum Number of Securities. Notwithstanding the foregoing, if such registration statement relates to an underwritten offering initiated pursuant to the exercise of demand registration rights by one or more holders under a separate written agreement with the Company (each, a “Third Party Demanding Holder”), then the Company shall limit the securities to be included in such underwritten offering to: (1) first, the registrable securities of the Third Party Demanding Holder(s) pro rata based on the number of securities requested to be sold that can be sold without exceeding the Maximum Number of Securities; (2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1) and (2), the registrable securities of other persons for which registration has been requested pursuant to separate written contractual arrangements with such persons providing for piggyback registration rights, pro rata in accordance with the number of registrable securities that each such person has requested be included in such registration, that can be sold without exceeding the Maximum Number of Securities. The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) registration prior to the effective date effectiveness of the Registration Statement such registration whether or the pricing date not any Holder has elected to include securities in such registration and shall promptly notify any Holder that has elected to include securities in such registration of the Underwritten Offering, as applicablesuch termination or withdrawal.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days 5 business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder▇▇▇▇▇▇’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (a) If the Company has not filed the Shelf Registration Statement, and the Company shall determine to register any time after equity securities of the 180th day after Company for its own account or for the Closing Date, if account of other holders of equity securities of the Partnership shall propose to file a Registration Statement Company on any registration form (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), S-8 or other successor forms) which permits the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number inclusion of Registrable Securities held by any Holder (a "Piggyback Registration"), the Company will promptly give each Holder written notice thereof and, subject to Section 2.2(c), shall include in such Registration Statement as each Holder shall request in a Notice registration all Registrable Securities requested to be included therein pursuant to the written requests of Holders received by the Partnership within two Business Days of such Holder’s receipt 20 days after delivery of the notice from the Partnership. Company's notice. (b) If the Piggyback Registration Statement about which relates to an underwritten public offering, the Partnership gives Company shall so advise the Holders as part of the written notice under this given pursuant to Section 7.12(b) is for an Underwritten Offering2.2(a). In such event, then the right of any Holder’s ability Holder to include its desired amount of Registrable Securities participate in such Registration Statement registration shall be conditioned on upon such Holder’s inclusion of all 's participation in such underwriting in accordance with the terms and conditions thereof. The Board shall have the right to select the managing underwriter(s) for any underwritten Piggyback Registration. All Holders proposing to distribute their Registrable Securities in through such underwriting shall (together with the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall Company) enter into an underwriting agreement in customary form that form. (c) If such proposed Piggyback Registration is reasonably acceptable to the Partnership 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 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 an under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership written offering, and the managing underwriter; provided underwriter for such notice is delivered offering advises the Com pany that the securities requested to be included therein exceeds the amount of securities that can be sold in such offering, any securities to be sold by the Company or other holders of the Company's securities initiating such offering or otherwise contractually entitled to be included in such offering prior to the launch Holders of the Registrable Securities shall have priority over any Registrable Securities held by Holders, and the number of shares to be included by a Holder and other holders of the Company's securities that did not initiate the offering in such Underwritten Offering. The Partnership registration shall be reduced pro rata on the basis of the percentage of the then outstanding Registrable Securities held by each such Holder and all other holders exercising similar registra tion rights. (d) Notwithstanding the provisions of this Section 2.2, the Company shall have the right at any time after it shall have given written notice to terminate the Holders pursuant to Section 2.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) the same after filing but prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableeffectiveness.

Piggyback Registration. At any time after prior to the 180th day after second anniversary of the Closing Datedate hereof, if the Partnership shall propose whenever Aspen proposes to file a Registration Statement (other than pursuant registration statement under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an underwritten public offering of Partnership Interests Aspen Common for cash sale by Aspen for its own account or by any of Aspen's securityholders, Aspen shall give written notice (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders "Offering Notice") of such proposal proposed filing to each of the Holders at least five Business Days thirty days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice "Piggyback Registration") must be received by Aspen within fifteen days after the Partnership within two Business Days Offering Notice is given. Aspen shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as the shares of all such Registrable Securities in Aspen Common included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises the Partnership and the Holder a proposed underwritten offering advise Aspen in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for Aspen Common, Aspen will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for Aspen Common. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced PRO RATA on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis registration to the aggregate amount that extent necessary to reduce the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale total number of Registrable Securities therein. No Holder may participate to be included 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. Any Holder may withdraw from such Underwritten Offering by notice offering to the Partnership and the number recommended by such managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate underwriter or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwriters.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (a) If at any time after the 180th day date of this Agreement, Efficient shall determine to register any of its equity or equity-linked Securities, including registration of shares in a so-called unallocated or universal shelf registration, whether for sale for its own account or for the account of any 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 transaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then Efficient will promptly give Cabletron 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 Cabletron (a "Piggyback Request") within five (5) business days (or such later time as the underwriters may allow in writing) after receipt of such written notice from Efficient. (b) If the Closing Date, if the Partnership shall propose to file a Piggyback Registration Statement (other than pursuant of which Efficient gives notice is for an underwritten offering or Efficient proposes to do an underwritten take down from an unallocated or universal shelf registration, Efficient shall so advise Cabletron as a demand made part of the written notice given pursuant to Section 7.12(a4.3(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales). In such event, the Partnership shall notify all Holders right of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts Cabletron to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under registration pursuant to this Section 7.12(b4.3 (or participate in an underwritten take down in the case of an unallocated or universal shelf registration) 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 on upon the agreement of Cabletron to participate in such Holder’s underwriting and in the inclusion of all such Piggyback Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership herein. Cabletron shall (together with Efficient and the Holder in writing that in its opinion the inclusion of all or some Registrable any other holders distributing Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten OfferingPiggyback Registration Statement, the Partnership and the Selling Holders involved shall if any) enter into an underwriting agreement (the "Piggyback Underwriting Agreement") in customary form that is reasonably acceptable with the underwriter or underwriters selected for such underwriting by Efficient. If Cabletron disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to Efficient and the Partnership and take all reasonable actions as are requested by managing underwriters. Any Piggyback Registrable Securities excluded or excluded from such underwriting shall be excluded from such Piggyback Registration Statement. (c) Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to facilitate a Piggyback Request determine, in their sole discretion that, after including all the Underwritten Offering shares proposed to be offered by Efficient and sale all the shares of any other Persons entitled to registration rights with respect to such Piggyback Registration Statement (pursuant to other agreements with Efficient), marketing factors require a limitation of the number of Piggyback Registrable Securities therein. No Holder to be underwritten, Efficient may participate in the Underwritten Offering unless it agrees to sells its exclude Piggyback 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. Any Holder may withdraw from such Underwritten Offering by notice (a "Piggyback Market Cut-Back"), subject to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall following: (i) Cabletron shall, in any event, have the right to terminate include in the First Offering or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten an Exclusive Demand Period Offering, as applicablethe case may be, a number of shares of Piggyback Registrable Securities equal to the Reserved Portion, (to the exclusion of shares to be included by Efficient or any other Person); and (ii) With respect to shares in excess of the Reserve Portion in the case of the First Offering or an Exclusive Demand Period Offering, or in other offerings, the Piggyback Market Cut-Back shall be made among Cabletron and the Investors pro-rata relative to the shares to be included in the offering other than (a) any shares to be issued and sold by Efficient, or (b) any Reserved Portion (the "Available Shares"); provided that other than in connection with the First Offering or an Exclusive Demand Period Offering, the Available Shares shall not be less than thirty percent (30%) of the shares to be sold in the offering. An Investor's pro-rata portion of the Available Shares shall be a fraction, the numerator of which is (a) the total number of shares of Efficient common stock held by such Investor, and the denominator of which is (b) the aggregate number of shares of common stock beneficially owned by all Investors and the Total Consideration Shares then beneficially owned by Cabletron (excluding the Reserved Portion). Cabletron's pro-rata portion of the Available Shares shall be a fraction, the numerator of which is (a) the number of Total Consideration Shares then beneficially owned by Cabletron (excluding the Reserved Portion), and the denominator of which is (b) the aggregate number of shares of common stock beneficially owned by all Investors and the number of Total Consideration Shares then beneficially owned by Cabletron (excluding the Reserved Portion). (d) Except to the extent specifically provided in this Section 4.3 hereof, the procedures to be followed by Efficient and Cabletron, and the respective rights and obligations of Efficient and Cabletron, with respect to the distribution of any Piggyback Registrable Securities by Cabletron pursuant to any Piggyback Registration Statement filed by Efficient 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 4.3, or any other provision of this Agreement, shall be construed to limit the absolute right of Efficient, for any reason and in its sole discretion: (i) to delay, suspend or terminate the filing of any Piggyback Registration Statement; (ii) to delay the effectiveness of any Piggyback Registration Statement; (iii) reduce the number of securities to be distributed pursuant to any Piggyback Registration Statement (except below the 3,000,000 share minimum of the Reserve Portion in either (a) an Exclusive Demand Period Offering or (b) if the First Offering has not met the Criteria, then the First Offering, as the case may be); or (iv) to withdraw such Piggyback Registration Statement.

Piggyback Registration. At If Pearsanta shall determine at any time after the 180th day after (a) consummation of Pearsanta first firm commitment underwritten public offering of Pearsanta Common Stock under the Closing DateSecurities Act or (b) any other transaction which results in or ultimately has the effect of Pearsanta being subject to any public company reporting obligations under the Securities and Exchange Act of 1934, if the Partnership shall propose as amended, to register for sale any of Pearsanta Common Stock in an underwritten offering or to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement covering the resale of any of its outstanding securities on behalf of shareholders of Pearsanta, Pearsanta shall provide written notice to each holder of Pearsanta Shares, which notice shall be provided no less than ten (10) calendar days prior to the filing of such applicable registration statement (the “Notice”). In that does not permit secondary sales)event, each holder of Pearsanta Shares shall have the right to include any shares of Pearsanta Common Stock issuable upon conversion of the Pearsanta Shares (collectively, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of “Piggyback Registrable Securities held by any Holder Securities”) in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of registration, but such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement right shall be conditioned on upon such Holder’s holder of Pearsanta Shares written request to participate which shall be delivered to Pearsanta within ten (10) calendar days after the Notice, as well as such holder of Pearsanta Shares participation in such underwriting (if applicable, for purposes of this paragraph) and the inclusion of all such holder of Pearsanta Shares Piggyback Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter herein. If any holder of such Underwritten Offering advises the Partnership and the Holder in writing that in Pearsanta Shares proposes to sell any of its opinion the inclusion of all or some Piggyback Registrable Securities would adversely through such underwriting, such holder of Pearsanta Shares shall (together with Pearsanta and materially affect the timing or success any other stockholders of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in Pearsanta selling their securities through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall underwriting) enter into an underwriting agreement in customary form that is reasonably acceptable with the underwriter selected for such underwriting by Pearsanta. Notwithstanding anything herein to the Partnership and take contrary, if the underwriter determines, in its reasonable discretion, that marketing factors require a limitation on the number of shares of Pearsanta Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Piggyback Registrable Securities thereinfrom such registration and underwriting. No Holder Pearsanta shall so advise each holder of Pearsanta Shares and indicate to each holder of Pearsanta Shares the number of shares of Piggyback Registrable Securities that may participate be included in the Underwritten Offering unless it agrees to sells its registration and underwriting, if any. If any holder of Pearsanta Shares includes Piggyback Registrable Securities covered in any registration, it shall furnish to Pearsanta such information regarding such holder of Pearsanta Shares, the Piggyback Registrable Securities held by such holder of Pearsanta Shares, and the Registration Statement on the terms and conditions intended method of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms disposition of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice securities as shall be required in order to comply with any applicable law or regulation in connection with the Partnership and the managing underwriter; provided such notice is delivered prior to the launch registration of such Underwritten Offeringholder of Pearsanta Shares Piggyback Registrable Securities or any qualification or compliance with respect to such holder of Pearsanta Shares Piggyback Registrable Securities. The Partnership Pearsanta shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b) prior to before the effective date of the Registration Statement such registration, whether or the pricing date not any holder of the Underwritten Offering, as applicablePearsanta Shares has elected to include Piggyback Registrable Securities in such registration.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (Statement, other than pursuant to a demand made pursuant to Section 7.12(a)) any Demand Registration, for an offering of Partnership Interests Ordinary Shares for cash (other than whether in connection with a public offering of Ordinary Shares by the Company, a public offering of Ordinary Shares by shareholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 F-4 or an offering on any registration statement form that does not permit secondary sales), the Partnership Company shall promptly notify all Holders Millenium of such proposal reasonably in advance of (and in any event at least five Business (5) Trading Days before before) the proposed anticipated filing datedate (the “Piggyback Notice”). The Partnership Piggyback Notice shall use commercially reasonable efforts offer Millenium the opportunity to include for registration in such Registration Statement the number of Registrable Securities held by as it may request (a “Piggyback Registration”). The Company shall include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests within five (5) days after delivery to Millenium of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If Millenium decides not to include all of its Registrable Securities in any Holder in such Registration Statement as each Holder shall request in a Notice received thereafter filed by the Partnership within two Business Days Company, Millenium 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 such Holder’s receipt of Ordinary Shares, all upon the notice from the Partnership. terms and conditions set forth herein. (ii) If the Registration Statement about under which the Partnership Company gives notice under this Section 7.12(b2(b) is for an Underwritten Offeringunderwritten offering, then any Holder’s ability the Company shall so advise Millenium. In such event, the right of Millenium to include its desired amount of Registrable Securities be included in such Registration Statement a registration pursuant to this Section 2(b) shall be conditioned on upon Millenium’s participation in such Holder’s underwriting and the inclusion of all such Millenium’s Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in herein. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in Millenium proposes to distribute its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringthrough such underwriting, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter or managing underwriters of such offering advise the Company and Millenium in writing that is reasonably acceptable in their reasonable opinion that the inclusion of all of Millenium’s Registrable Securities in the subject Registration Statement (or any other Ordinary Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of the Ordinary Shares proposed to be included in such offering or the market for the Ordinary Shares, the Company shall include in such offering only that number or amount, if any, of Ordinary Shares proposed to be included in such offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (i) first, to the Partnership Company or the Person or Persons demanding such underwritten offering and take (ii) if there remains availability for additional Ordinary Shares to be included in such registration, second, to all reasonable actions as other holders of Ordinary Shares (including Millenium) who are requested by the managing underwriters contractually entitled to facilitate the Underwritten Offering “piggyback” registration rights that are equivalent to those described in this Section 2(b) and sale of Registrable Securities therein. No Holder who may participate in the Underwritten Offering unless it agrees be seeking to sells its Registrable Securities covered by the Registration Statement register such Ordinary Shares, pro-rata among them, based on the terms and conditions number of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Ordinary Shares such other holders are entitled to include in such registration. If Millenium disapproves of the terms of any such underwriting agreement. Any Holder underwriting, it may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Company and the managing underwriter; provided such notice is underwriter(s) delivered on or prior to the launch time of pricing of such Underwritten Offeringoffering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b2(b) prior to the effective date Effective Date of the such Registration Statement whether or not Millenium has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the pricing date of the Underwritten Offering, as applicableCompany in accordance with Section 4 hereof.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. (i) At any time after the 180th day after the Closing Datea Shelf Registration Statement referred to in Section 2(a)(i) is effective, if the Partnership shall propose at any time to file a Registration Statement (effect an Underwritten Offering for its own account or for the account of any other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 Persons who have or an offering on any have been granted registration statement that does not permit secondary sales)rights, the Partnership shall notify all Holders hereunder eligible to participate in such offering (each a “Piggyback Eligible Holder”) of such proposal at least five (5) Business Days before the proposed filing datedate (the “Piggyback Notice”); provided that, in an offering for the Partnership for its own account, if (x) the managing underwriter for the offering advises the Partnership in writing that, in such managing underwriter’s opinion, market factors require a limitation of the amount of securities to be included in an Underwritten Offering and the inclusion of any Registrable Securities of Piggyback Eligible Holders would adversely and materially affect the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering) and (y) such Underwritten Offering includes only securities offered by the Partnership, then no such notice shall be required and such Holders shall have no right to include Registrable Securities in such Underwritten Offering. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include in such Underwritten Offering the number of Registrable Securities as they may request (a “Piggyback Registration”). The Partnership shall use commercially reasonable efforts to include in such Underwritten Offering such number of Common Units that are Registrable Securities held by any Piggyback Eligible Holder in such Registration Statement as each Holder shall request requested in a Notice received written notice by the Demand Holder (a “Piggyback Request”) to the Partnership within two (2) Business Days of such Holder’s Holders’ receipt of the notice such Piggyback Notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b. (ii) is for an Underwritten Offering, then any Any Piggyback Eligible Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement Underwritten Offering shall be conditioned on upon such Piggyback Eligible Holder’s participation in such underwriting and the inclusion of all such Registrable Securities the number of securities noted in the Piggyback Request in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Piggyback Eligible Holder in writing that that, in its opinion such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of the Piggyback Eligible Holders would adversely and materially affect the timing or success of the such Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis included in the following priority, (i) first, all Common Units the Partnership proposes to include (if the aggregate amount offering is for the account of the Partnership), (ii) second, pro rata among (x) the Demand Holders and the other Holders hereunder and (y) Persons that have been granted rights of registration under the managing underwriter deems LP Agreement, and (iii) third, any other party that has been or will not have such material and adverse effectbe granted registration rights by the Partnership. In connection with any such Underwritten Offering, the Partnership and the Selling Piggyback Eligible Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership with the underwriter or underwriters selected for such Underwritten Offering by the Partnership and take all reasonable actions as are requested by the managing underwriters underwriter to facilitate the Underwritten Offering and sale of Registrable Securities therein. If an Underwritten Offering is completed pursuant to this Section 2(d) pursuant to which all Registrable Securities requested to be included by each Piggyback Holders are sold, the Demand Holder may not provide a Demand Notice with respect to an Underwritten Demand or a Block Trade for a period of 60 days following completion of the Underwritten Offering. (iii) No Holder may 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 agreementagreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw all or part of its request from such Underwritten Offering by delivering written notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. If the Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Partnership, the 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 future offerings of Registrable Securities, all upon the terms and conditions set forth herein. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b2(c) prior to the effective date Effective Date of the Registration Statement or the pricing date of the applicable Underwritten Offering, as applicable, upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such takedown. 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 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. (iv) The Partnership shall have the right to terminate or withdraw any registration initiated by it under this Section 2(c) prior to the Effective Date of such Registration Statement whether or not any Piggyback Eligible Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the Partnership in accordance with Section 4 hereof.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.12 (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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells sell 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.12 (b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 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. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.7.12

Piggyback Registration. At (a) If, at any time after time, commencing on the 180th day after date of the Closing DateFirst Closing, if the Partnership shall propose Company proposes to prepare and file with the SEC a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)under the Securities Act, the Partnership Company will give written notice to each Holder of its intention to do so by certified mail and shall notify include all Holders of the Registrable Securities in such proposal at least five Business Days before registration statement; provided, however, that in connection with any offering involving an underwriting of shares of Common Stock, the proposed filing date. The Partnership Company shall use commercially reasonable efforts not be required to include the Registrable Securities of any Holder in such registration statement unless they accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. In the event that the underwriters determine that less than all of the Registrable Securities required to be registered can be included in such offering, then the Registrable Securities that are included shall be apportioned, among the Investors and the Debenture Unit Holders on a pro rata basis based on the total number of unregistered Unit Shares and Debenture Unit Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(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 on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership Investors and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely Debenture Unit Holders and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on a fully diluted basis. The Company shall use its best efforts to effect the terms and conditions registration under the Securities Act of the underwriting agreement Registrable Securities at the Company’s sole cost and completes expense and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice at no cost or expense to the Partnership and Holders (other than any commission, discounts or counsel fees payable by the managing underwriter; Holders, as further provided such notice is delivered prior to in Section 7 hereof). (b) Notwithstanding the launch preceding provisions of such Underwritten Offering. The Partnership this Section 4, the Company shall have the right any time after it shall have given written notice pursuant to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b4 (irrespective of whether any written request for inclusion of such securities shall have already been made) to elect not to file any proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. (c) The Company shall use its commercially reasonable efforts to cause the registration statement filed pursuant to this Section 4 to become effective as promptly as possible under the circumstances at the time prevailing and, if any stop order shall be issued by the SEC in connection therewith, to use its reasonable efforts to obtain the removal of such order. (d) To the extent any Registrable Securities of the Registration Statement Holders are included in such registration statement, the Company shall notify each Holder by facsimile or e-mail as promptly as practicable, and in any event, within two (2) Trading Days, after such registration statement is declared effective and shall simultaneously provide the pricing date Holders with a copy of any related prospectus to be used in connection with the sale or other disposition of the Underwritten Offering, as applicableRegistrable Securities covered thereby.

Piggyback Registration. At any time after (a) Following the 180th day after the Closing Dateoccurrence of an Event of Default, if the Partnership shall at any time propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) registration statement under the Securities Act for an offering, or otherwise conduct an offering (whether proposed to be offered for sale by the Partnership or by any Person) of equity securities of the Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to ) (a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales“Piggyback Registration”), the Partnership shall notify all Holders of such proposal at least five Business Days before give the proposed filing date. The Partnership Administrative Agent notice thereof and shall use commercially its reasonable best efforts to include conduct such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request offering in a Notice received by manner which would permit the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount inclusion of Registrable Securities in such Registration Statement offering and include such number or amount of Registrable Securities (the “Included Registrable Securities”) held by each Holder as such Holder requests in writing. If the proposed offering pursuant to this Section 2.2(a) shall be conditioned on an underwritten offering and the Managing Underwriter(s) of such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided thatoffering, in the event that the managing underwriter of such Underwritten Offering advises their good faith opinion, advise the Partnership and the Holder Holders who have made a request in writing to include Registrable Securities, that in its opinion the inclusion of all or some of the Holders’ Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringoffering, the amount Partnership shall include in such offering only that number or amount, if any, of Registrable Securities that each Selling Holder requested held by such Holders which, in the good faith opinion of the Managing Underwriter(s), will not so adversely and materially affect the offering, and the number of Registrable Securities to be included in such Underwritten Offering offering shall be reduced allocated among the Holders that have requested in writing to have Registrable Securities included in such offering on a Pro Rata pro rata basis based on the number of Registrable Securities requested by each such Holder to the aggregate amount that the managing underwriter deems will not have be included in such material and adverse effectoffering. In connection with Except as set forth herein, all Registration Expenses of any such Underwritten Offeringregistration and offering shall be paid by the Partnership, without reimbursement by any Holder. (b) Notwithstanding Section 2.2(a), if, at any time after giving written notice of its intention to conduct or facilitate a Piggyback Registration, the Partnership and shall determine for any reason not to conduct or facilitate such Piggyback Registration, the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable Partnership may, at its election, give written notice of such determination to the Partnership and take all reasonable actions as are Administrative Agent, if any Holder requested by the managing underwriters to facilitate the Underwritten Offering and sale inclusion of Registrable Securities therein. No Holder may participate in such Piggyback Registration, and thereupon the Underwritten Offering unless it agrees Partnership shall be relieved of its obligation to sells its include the Registrable Securities covered requested to be included by the any Holder in such Piggyback 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. Any Holder may withdraw (but not from such Underwritten Offering by notice its obligation to pay Registration Expenses to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch extent incurred in connection therewith, without reimbursement by any Holder). (c) No inclusion of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw Registrable Securities in any Piggyback Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior 2.2 shall relieve the Partnership of its obligations, if any, to effect the effective date registration of the Registration Statement Registrable Securities or the pricing date of the Underwritten Offeringfacilitate a Shelf Takedown pursuant to Section 2.1 and Section 2.3, as applicablerespectively.

Piggyback Registration. At any time after (a) If the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant registration statement under the 1933 Act with respect to a demand made pursuant to Section 7.12(a)) for an offering by the Company for its own account or for the account of Partnership Interests for cash any other Person of Common Stock (other than an offering relating solely excluding, however, a security convertible into Common Stock) then the Company shall in each case give written notice of such proposed filing to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal Registrable Securities at least five Business Days fifteen days before the proposed anticipated filing date. The Partnership , and such notice shall use commercially reasonable efforts offer such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in (a Notice received by the Partnership within two Business Days "Piggyback Registration"). Subject to subsections (b), (c), (d) and (e) of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is 2.1, the Company shall include in each such Piggyback Registration all Registrable Securities requested to be included in the registration for an Underwritten Offering, then any Holder’s ability such offering. The Company shall cause the managing underwriter or underwriters of a proposed underwritten offering to include its desired amount permit the Holders of Registrable Securities requesting to be included in the registration for such offering to include such securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as Common Stock of all such Registrable Securities in the Underwritten Offering; provided thatCompany included therein. Notwithstanding the foregoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises offering determines that the Partnership total amount of securities which they or the Company and any other Persons intend to include in such offering may jeopardize the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringsuch offering, then the amount of securities to be offered shall be reduced first from the Common Stock being offered for the account of Persons (other than Holders and the Company) entitled to include Common Stock in such offering and whose rights to include Common Stock in the offering rank subordinate to the rights of the Holders of Registrable Securities that each Selling Holder requested and then, if the offering size shall require further reduction, from the Common Stock being offered for the account of the Holders of Registrable Securities and such other Persons entitled to include Common Stock in such offering and whose rights to include such Common Stock rank pari passu to the registration rights of the ---------- Holders (allocated pro rata in proportion to their respective number of shares to be registered) to the extent necessary to reduce the total amount of securities to be included in such Underwritten Offering shall be reduced on a Pro Rata basis offering to the aggregate amount that the recommended by such managing underwriter deems will or underwriters prior to any reduction of the securities to be sold by the Company. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not have be required to include Registrable Securities in any registration statement on Forms S-4 or S-8 (or their successor forms) or if the proposed registration is (i) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such material and adverse effect. In plan, (ii) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, or (iii) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company. (c) The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Underwritten OfferingHolder to participate therein in accordance with this provision, if the Company determines in its sole discretion that such action is in the best interests of the Company and its stockholders (for this purpose, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership 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 participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions interest of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Holders shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablenot be considered).

Piggyback Registration. At If Azurix proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any time class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 under the Securities Act applies or an offering of securities solely to Azurix's existing stockholders), then Azurix shall in each case give written notice of such proposed filing to the Holders of Restricted Stock as soon as practicable (but no later than five business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise Azurix in writing within five business days after the 180th day after date of Azurix's notice, setting forth the Closing Dateamount of such Holder's Restricted Stock for which registration is requested. If Azurix's offering is to be an underwritten offering, Azurix shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Restricted Stock, requested to be included in the registration for such offering, to include such securities in such offering on the same terms and conditions as any similar securities of Azurix included therein. Moreover, if the Partnership shall propose registration of which Azurix gives notice does involve an underwriting, the right of each Holder to file a Registration Statement (other than registration pursuant to this Section 3 shall, unless Azurix otherwise assents, be conditioned upon such Holder's participation as a demand made pursuant seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by Azurix. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Section 7.12(a)the Holders of Restricted Stock that either because of (A) for an the kind of securities which the Holders, Azurix and any other person or entities intend to include in such offering or (B) the size of Partnership Interests for cash (the offering which the Holders, Azurix and other than an offering relating solely persons intend to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)make, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt success of the notice from offering or the Partnership. If then prevailing price of the Registration Statement about which Common Stock would be materially and adversely affected by inclusion of the Partnership gives notice under this Section 7.12(b) is for an Underwritten OfferingRestricted Stock requested to be included, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, (i) in the event that the managing underwriter size of the offering is the basis of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringmanaging underwriter's opinion, the number of shares to be offered for the accounts of Holders of Restricted Stock shall be reduced pro rata or to the extent necessary to reduce the total amount of Registrable Securities that each Selling Holder requested securities to be included in such Underwritten Offering offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as Azurix, such reduction shall not represent a greater fraction of the number or kind of securities intended to be offered by Holders of Restricted Stock than the fraction of similar reductions imposed on such other persons or entities over the amount of securities of such kind they intended to offer; and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to be included in such offering shall be reduced on a Pro Rata basis as described in clause (i) above (subject to the aggregate amount that proviso in clause (i)) or, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter deems underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will not have be excluded from such material offering. Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and adverse effect. In connection with any such Underwritten Offeringshall not, without the Partnership consent of Azurix and the Selling Holders involved shall enter into an underwriting agreement manager of the underwriting, be transferred in customary form that is reasonably acceptable a public distribution prior to the Partnership and take all reasonable actions earlier of 90 days (or such other shorter period of time as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions manager of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(brequire) prior to after the effective date of the Registration Statement registration statement or 150 days after the pricing date the Holders of the Underwritten Offering, as applicablesuch Restricted Stock are notified of such exclusion.