Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholder.

Piggyback Registrations. If, at any time prior to the one (a1) If year anniversary of the Closing Date, there is not an effective Registration Statement covering all of the Registrable Securities and the Company determines shall determine to publicly sell in an underwritten offering (including, for prepare and file with the avoidance of doubt, Commission a “take-down” pursuant to a prospectus supplement registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holdersothers under the Securities Act of any of its equity securities, other than on a registration pursuant Special Registration Statement, then the Company shall deliver to Section 5.1each Holder a written notice of such determination and, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to if within seven days after the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities date of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way delivery of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another businesssuch notice, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)such Holder shall so request in writing, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all part of such Registrable Securities as such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(f) that are specified (i) eligible for resale by such Holder pursuant to Rule 144 without volume or manner-of-sale restrictions or (ii) the subject of a then-effective Registration Statement. Notwithstanding the foregoing obligations, if the total number of securities, including Registrable Securities, requested by Holders to be included in a written request or requests such offering exceeds the number of securities to be sold (“Piggyback Requests”) made other than by the Stockholder received by Company) that the underwriters or the Company within three (3) days in their reasonable discretion determine is compatible with the success of receipt the offering, then the Company shall be required to include in the offering only that number of such notice from securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters or the Company determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (or two (2as nearly as practicable to) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested owned by each selling Holder or in such other proportions as shall mutually be agreed to be disposed of by the Stockholderall such selling Holders.

Piggyback Registrations. (a) If If, at any time after the date hereof and before October 14, 2010 the Subscriber owns any of the Registrable Securities, the Company determines proposes to publicly sell prepare and file with the Securities and Exchange Commission one or more registration statements covering equity or debt securities of the Company with a value exceeding $1,000,000 (in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holderssuch case, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8S-8 or S-4 or successor forms), a registration relating to it will give Subscriber at least 15 days' prior written notice via overnight courier or certified mail (the offer and sale "Notice"). Upon written request of securities Subscriber, made within 10 days after mailing of the Notice, that the Company include any class other than of the Subscriber's Registrable Securities even if such securities are convertible or exchangeable into securities of in the same class as Registrable Securities, or a proposed registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)statement, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention use reasonable efforts to effect such sale or the registration to under the Stockholder Act, and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration therein, of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by which it has been so requested to register but only to the Stockholder received by the Company within three (3) days of receipt of extent that such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify inclusion does not diminish the number of securities included by a holder of Common Stock who has demanded such registration (the "Piggyback Registration"); provided, however, that if in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be disposed of registered, when added to the securities being registered by the StockholderCompany, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. The Company shall bear all of the expense of the Piggyback Registration, except for the pro rata portion of brokerage or underwriters' discounts or commissions relating to the shares sold on behalf of the Subscriber. All of Subscriber's Piggyback Registration rights under this Agreement shall expire on October 14, 2010. Notwithstanding anything to the contrary herein, the Company shall have the right at any and all times after it shall have given written notice pursuant to this Section 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.

Piggyback Registrations. (a) If the Company determines at any time after the IPO Date proposes to publicly sell register under the Securities Act any shares of Common Stock or any Common Stock Equivalents (other than in an underwritten offering (including, for the avoidance of doubt, connection with a “take-down” Demand Registration pursuant to a prospectus supplement to an effective shelf registration statement) Section 7(a)), whether or register not for sale any of its securities either for its own account or account, on a form and in a manner which would permit registration of the account of Common Stock held by a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating Stockholder for sale to the offer and sale of securities of any class other than public under the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)Act, the Company shall give written notice of the proposed registration to each Stockholder not later than thirty (i30) as soon as reasonably practicable but days prior to the filing thereof. Each Stockholder shall have the right to request that all or any part of his or its Registrable Common Stock be included in no event less than such registration. Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days (or, if the Company is a WKSI at such time, five (5) Business Days prior Days) after the giving of such notice by the Company (any Stockholder giving the Company a notice requesting that the Registrable Common Stock owned by it be included in such proposed registration being hereinafter referred to in this Section 7 as a “Registering Stockholder”); provided, however, that if the initial filing registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company, all Registering Stockholders and all other stockholders of the Company entitled to register securities on a registration statement or preliminary prospectus supplement, as pari passu basis with the case may be, Registering Stockholders in connection with such Piggyback Registration offering (or less than two (2“Other Registering Holders”) days prior propose to include in such registration statement exceeds the date maximum amount of securities that may be sold without having a material adverse effect on the success of the commencement offering, including without limitation the selling price and other terms of any such offering if offering, the Company will include in such Piggyback Registration is conducted as an underwritten unmarketed block traderegistration, (i) give written notice of its intention first, the securities which the Company proposes to effect such sale or registration to the Stockholder and sell, (ii) subject second, the Common Stock of any holders with registration rights that are senior to Section 5.5(bthe rights of the Registering Stockholders hereunder and (iii) third, the Registrable Common Stock of such Registering Stockholders and Section 5.5(c)the Registrable Common Stock to be sold for the account of Other Registering Holders pro rata among all such Registering Stockholders and any such Other Registering Holders, include taken together, on the basis of the relative percentage of Registrable Common Stock owned by all Registering Stockholders and such Other Registering Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Registering Stockholders in such Piggyback Registration registration if such underwriters eliminate entirely the participation in such registration of all such Other Registering Holders). Registrable Common Stock proposed to be registered and in sold pursuant to an underwritten offering for the account of any underwriting involved therein (whether prior Registering Stockholder shall be sold to the prospective underwriters selected or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received approved by the Company within three (3) days and on the terms and subject to the conditions of receipt of such notice from one or more underwriting agreements negotiated between the Company (and the prospective underwriters. The Company may withdraw any registration statement at any time before it becomes effective, or two (2) days with respect postpone or terminate the offering of securities, without obligation or liability to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the any Registering Stockholder.

Piggyback Registrations. (a) If Except as otherwise provided in this Section 2(b), if at any time the Company determines decides to publicly sell in prepare and file with the Commission a Registration Statement relating to an underwritten public offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holdersothers under the Securities Act of any of its equity securities, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration S-4 or Form S-8 (each as promulgated under the Securities Act) or their then-equivalent forms relating to the offer and sale of equity securities to be issued in connection with any acquisition of any class entity or business or equity securities issuable in connection with stock option or other than employee benefit plans, the Company shall send to each Holder of Registrable Securities written notice of such decision and, if within ten (10) days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities even if such securities are convertible or exchangeable into securities intended to be disposed of by the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Holders), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior will use reasonable best efforts to effect the initial filing registration under the Securities Act of a registration statement or preliminary prospectus supplement, as all Registrable Securities which the case may be, Company has been so requested to register by such Holder in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of underwritten public offering; provided, however, that if at any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give time after giving written notice of its intention to effect such sale or registration register any securities and prior to the Stockholder effective date of the Registration Statement filed in connection with such registration, the Company shall decide for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such decision to such Holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof) and (ii) subject in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 5.5(b2(b) and Section 5.5(c), for the same period as the delay in registering such other securities. The Company shall include in such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all part of such Registrable Securities that such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(b) that are eligible for sale pursuant to Rule 144(k) of the Securities Act, as are specified in a written request or requests (“Piggyback Requests”) made determined by the Stockholder received by mutual written agreement of the Company within three and such Holder (3) days of receipt of such notice from it being understood that the Company (or two (2) days and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease). Notwithstanding any other provision of this Section 2(b), in the case of an underwritten umarketed block trade)public offering, if the managing underwriter reasonably determines that marketing factors require a limitation on the number of shares to be offered, the underwriter may (subject to the allocation priority set forth below) exclude from such Registration Statement up to all of the securities which would otherwise be offered by persons other than the Company for the Company’s own account. Such Piggyback Requests The Company shall specify so advise all holders of securities requesting registration of any limitations on the number of shares to be offered and the number of shares of securities that are to be excluded from registration. Securities to be excluded from registration shall be determined in the following order of priority: first to be excluded, the securities held by any person not having contractual piggyback registration rights; second to be excluded, securities held by any person having contractual piggyback registration rights pursuant to an agreement other than either the Rights Agreement dated as of November 13, 1998 by and between the Company and America Online, Inc. or this Agreement; third to be excluded, Registrable Securities of the Holders, reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be disposed included in the registration); and last to be excluded, securities held by any person having contractual piggyback registration rights pursuant to the Rights Agreement dated as of Novermber 13, 1998 by and between the Stockholder.Company and America Online, Inc. Registration Rights Agreement

Piggyback Registrations. (a) If The Company shall use its best efforts to notify all Holders of Registrable Securities in writing at least twenty (20) days before filing any registration statement under the Act for purposes of effecting an underwritten public offering by the Company determines to publicly sell in an underwritten offering of securities of the Company (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf excluding registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration statements relating solely to any employee or director equity or equity-based incentive or compensation benefit plan or arrangement a corporate merger, acquisition or reorganization, or any Form S-3 similar employee or director compensation or benefit plan on Form S-8, a shelf registration statements relating to the non-underwritten offer and sale of securities for the account of any class persons or entities other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), will afford each such Holder an opportunity to include in such Piggyback Registration and registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any underwriting involved therein (whether prior to such registration statement all or following the expiration any part of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests held by such Holder shall, within ten (“Piggyback Requests”) made by the Stockholder received by the Company within three (310) days of after receipt of such the above-described notice from the Company, so notify the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests in writing, and in such notice shall specify inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement filed by the 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. The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be disposed registered on the basis of by a good faith determination that inclusion of such securities might adversely affect the Stockholdersuccess of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering proposes or is required (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Section 2.1 or otherwise) to an effective shelf registration statement) or register for sale any of its equity securities either for its own account or for the account of a security holder or holders, any other shareholder under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to any employee registrations on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement Form S-8 or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”successor forms thereto), the Company shall give written notice (ithe “Piggyback Notice”) as soon as reasonably practicable but in no event less than of its intention to do so to each of the Holders of record of Registrable Securities at least five (5) Business Days prior to the initial filing of a any registration statement or preliminary prospectus supplement, as under the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to Securities Act. Upon the date of the commencement written request of any such offering if Holder, made within five (5) days following the receipt of any such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and Notice (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written which request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Registrable Securities of any Holder that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then, notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences) and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering proposes or is required (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Section 2.1 or otherwise) to an effective shelf registration statement) or register for sale any of its equity securities either for its own account or for the account of a security holder or holders, any other shareholder under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to any employee registrations on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement Form S-8 or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”successor forms thereto), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give prompt written notice of its intention to effect such sale or registration do so at least five Business Days prior to the Stockholder and filing of any registration statement under the Securities Act to each Holder. Upon the written request of any Holder (ii) subject to Section 5.5(b) and Section 5.5(ca “Piggyback Request”), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or made within five days following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of any such written notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, which such Holders have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by such Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section Error! Reference source not found. shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if the THL Party or the Advent Party wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then such Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the THL Party or the Advent Party that did not initiate the Block Trade. Such Holder must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including cooperating with the Participating Holders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three Business Days after the date it commences), provided the Holder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. For the avoidance of doubt, the Management Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade.

Piggyback Registrations. (a) If Each time the Company determines proposes to publicly sell register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) and the form of registration statement to be used permits the registration of Registrable Securities, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than 10 Business Days prior to the anticipated filing date), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in an underwritten offering such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company in writing (includingstating the number of shares desired to be registered) within five Business Days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, for the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, a “take-down” any registration or offering pursuant to a prospectus supplement to this Section 2.2 shall not be considered an effective shelf registration statement) or register Underwritten Shelf Takedown for sale any purposes of its securities either for its own account or the account Section 2.1 of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholderthis Agreement.

Piggyback Registrations. In the event that the Company, at any time during the period commencing on the date hereof and ending on the Termination Date, proposes to register any of its equity securities under the Securities Act (a) If the Company determines to publicly sell other than by a registration on Form S-8), in an underwritten offering (includingoffering, whether for sale for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)Person, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) will provide notice at least 30 days prior to the proposed date of filing the commencement of any such offering if registration statement relating thereto to each Holder (a "Piggyback Registration Notice"), such Piggyback Registration is conducted as an underwritten unmarketed block tradeNotice to include a statement of the intention of the Company to register such securities and of the Holders' rights under this Section 2.03. Each Holder shall have 15 days after receipt of such Piggyback Registration Notice within which to elect to request inclusion of such Holder's Registrable Securities in the registration contemplated by such Piggyback Registration Notice, such election to be made by providing the Company with a Participation Notice. The Company shall use its best efforts to cause to be included in the Piggyback Registration all Registrable Securities which the Participating Holders have requested the Company to register pursuant to the Participation Notices, to the extent required to permit the distribution (in accordance with the intended method or methods thereof) give written of the Registrable Securities to be registered; provided, however, that the Company may, in its sole discretion, determine to not file such registration statement or withdraw such registration statement (if filed) and abandon any proposed offering by giving notice of its such intention to effect each Participating Holder, in which event the Company shall be relieved of its obligation to register any Registrable Securities pursuant to such sale or registration Participation Notices (but not from its obligation to pay Registration Expenses in connection therewith). Notwithstanding any other provision of this Section 2.03 to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c)contrary, include if the representative of the underwriters in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by advises the Company within three in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (3subject to the limitations set forth below) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise the holders of all securities requesting registration and the amount of securities that are entitled to be included in the registration and underwriting shall be allocated among the Company, the Holders and the Other Holders requesting inclusion of shares pro rata: (a) as between the Company and the Holders and the Other Holders, on the basis of the number of securities contemplated to be included in such registration by the Company, on the one hand, and the number of securities requested to be disposed included by Holders and the Other Holders, on the other hand; and (b) as between the Holders and the Other Holders, on the basis of the number of securities held by the StockholderHolders and the Other Holders for which piggyback registration rights are available; provided, however, that in no event shall the Company limit the number of Registrable Securities to be included in any registration by any Holder in order to include securities held by Other Holders with no piggyback or demand registration rights. The Registrable Securities to be registered under any registration statement pursuant to the Participation Notices shall be offered for sale upon the same terms as any similar securities offered for sale by the Company in such registration. The right of any Holder to participate in any Piggyback Registration shall be conditioned on the inclusion in the underwriting of those of the Holder's Registrable Securities to be included in the underwriting. The Company shall (together with all participating Holders) enter into an underwriting agreement in customary form with the representative of the underwriters. However, the Requisite Participating Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters be also made to and for the benefit of the Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Participating Holders thereunder.

Piggyback Registrations. (a) If At any time prior to the expiration of the Registration Period, if a Registration Statement under Section 2.1 is not effective with respect to all of the Registrable Securities that the Company determines is obligated to publicly sell in an underwritten offering (including, for register on the avoidance of doubt, a “take-down” pursuant Registration Statement and the Company decides to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either Common Shares for its own account or for the account of a security holder or holdersothers, other than a then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement all or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale part of securities of any class other than the Registrable Securities even if requested by such Investors to be included therein. This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents (relating to equity securities are convertible to be issued in connection with an acquisition of any entity or exchangeable into business or equity securities issuable in connection with stock option or other employee benefit or director plans) or to Registration Statements that would otherwise not permit the registration of resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 calendar days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, then the Company will so advise the Investors as part of the same class as Registrable Securitiesabove-described written notice. In that event, or a registration relating solely to a corporate reorganization (including by way of merger if the managing underwriter(s) of the Company or any public offering impose a limitation on the number of its Subsidiaries with any other business) or acquisition of another businessCommon Shares that may be included in the Registration Statement because, any registration relating solely in such underwriter(s)' judgment, such limitation would be necessary to effect an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)orderly public distribution, then the Company shall include in such registration (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to first, the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date Registrable Securities requested by any of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention Investors to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include be included in such Piggyback Registration and in any underwriting involved therein (whether prior to or following offering, pro rata among the expiration of the Lock-Up Period) all holders of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by on the Stockholder received by the Company within three (3) days basis of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities shares requested to be disposed of included by each such holder, (ii) second, the securities desired to be sold pursuant to such Registration Statement by the Stockholdershareholder or shareholders that are requiring the Company pursuant to a contractual registration right to file such Registration Statement, if any, and (iii) third, the securities the Company proposes to sell.

Piggyback Registrations. (a) If The Company shall notify the Company determines Investor in writing at least five (5) days prior to publicly sell in an underwritten filing any Registration Statement under the Securities Act for purposes of effecting a public offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization Company (including by way Registration Statements relating to primary offerings of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of securities for the Company’s own account and secondary offerings of securities for the account of other proposed sellers, but excluding Registration Statements filed under Section 2.2 of this Agreement or relating to any employee benefit plan or a registration on corporate reorganization), and shall afford the Investor an opportunity to include in such Registration Statement all or any registration form that does not permit secondary sales part of the Registrable Securities then held by the Investor (a “Piggyback Registration”). If the Investor desires to include in any such Piggyback Registration all or any part of the Registrable Securities held by it, the Company it shall (i) as soon as reasonably practicable but in no event less than within five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date after receipt of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lockabove-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such described notice from the Company, so notify the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests in writing and in such notice shall specify inform the Company of the number of Registrable Securities requested that the Investor wishes to include in such Piggyback Registration. Upon receipt of the notice from the Investor requesting that all or any part of its Registrable Securities are included in a Piggyback Registration, the Company shall use its reasonable best efforts to cause all such Registrable Securities held by the Investor with respect to which the Company has received such written request for inclusion, to be disposed included in such Piggyback Registration on the same terms and conditions as the Company’s securities being sold in such Piggyback Registration. If the Investor decides not to include all of its Registrable Securities in any Piggyback Registration thereafter filed by the StockholderCompany, the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. If, at any time during the three (a3) If year period following the date hereof, there is not an existing and effective registration statement covering all of the Registrable Securities and the Company determines shall determine to publicly sell in an underwritten offering (including, for prepare and file with the avoidance of doubt, SEC a “take-down” pursuant to a prospectus supplement registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to others under the offer and sale 1933 Act of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any other business) or acquisition of another businessany entity or business or equity securities issuable in connection with the company’s stock option or other employee benefit plans), then the Company shall deliver to each Buyer a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)such Buyer shall so request in writing, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified in a written request or such Buyer requests (“Piggyback Requests”) made by the Stockholder received by to be registered; provided, however, that the Company within three shall not be required to register any Registrable Securities pursuant to this Section 4(n) that are eligible for resale pursuant to Rule 144 (3without volume restrictions). For purposes hereof, “Registrable Securities” means (i) days the Conversion Shares issued or issuable upon conversion of receipt the Notes, (ii) the Warrant Shares issued or issuable upon exercise of such notice from the Warrants and (iii) any capital stock of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any share split, share dividend, recapitalization, exchange or two similar event or otherwise and (2) days with respect shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to an underwritten umarketed block trade). Such Piggyback Requests shall specify any limitations on conversion of the number Notes or exercise of Registrable Securities requested to be disposed of by the StockholderWarrants.

Piggyback Registrations. (a) If Without limiting any obligation of the Company determines hereunder or under the Securities Purchase Agreement, subject to publicly sell in Section 2(f), if there is not an underwritten effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to others under the offer and sale 1933 Act of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries equity securities (other than on Form F-4, Form S-8 or Form F-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any other business) or acquisition of another any entity or business, any registration relating solely to an exchange acquisition of any entity, any business combination, or equity securities issuable in connection with the Company’s own securities share option or other employee benefit plans) or a registration on dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any registration form that does not permit secondary sales (a “Piggyback Registration”)such Investor shall so request in writing, the Company shall include (isubject to its existing contractual commitments, which take priority) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a such registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (offering statement all or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified in a written request or such Investor requests (“Piggyback Requests”) made by the Stockholder received by to be registered; provided, however, the Company within three shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (3including, without limitation, volume restrictions) days and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of receipt a then-effective Registration Statement (assuming such Registrable Secuirites have been (or will be) issued in compliance with the terms of such notice from the applicable Note), and provided further that the Company (or two (2) days with respect shall not be required to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of include any Registrable Securities requested which an underwriter shall reasonably advise the Company will materially adversely affect the Company’s ability to be disposed sell all of by the Stockholdershares which the Company intended to sell. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion.

Piggyback Registrations. (a) If If, after its initial public offering, the Company determines to publicly sell in an underwritten offering proceed with the preparation and filing with the SEC of a registration statement (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Registration Statement”) relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holdersothers under the Securities Act of any of its shares of Common Stock, other than on a registration pursuant to Section 5.1, a registration relating solely to any employee Form S-4 or director equity Form S-8 or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)then equivalents, the Company shall send the Purchasers written notice of such determination and, if within ten (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (210) days prior to after receipt of such notice, the date Purchasers shall so request in writing, the Company will cause the registration under the Securities Act of the commencement of Warrants and the Warrant Shares (collectively, the “Registrable Securities”), provided that if at any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give time after giving written notice of its intention to effect such sale or registration register any of its shares of Common Stock and prior to the Stockholder effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such shares of Common Stock, the Company may, at its election, give written notice of such determination to the Purchasers and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register the Registrable Securities in connection with such registration, and (ii) subject in the case of a determination to Section 5.5(b) and Section 5.5(c)delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other shares of Common Stock. The Company shall include in such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration part of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by Securities, provided, however, that the Company within three (3) days shall not be required to register any of receipt the Warrants and the Warrant Shares that are eligible for sale pursuant to Rule 144 of such notice the Securities Act. Notwithstanding any other provision in this Section 4, if the Company receives a comment from the SEC which effectively results in the Company (or two (2) days with respect having to an underwritten umarketed block trade). Such Piggyback Requests shall specify reduce the number of Registrable Securities requested included on such Registration Statement, then the Company may, in its sole discretion, reduce on a pro rata basis the number of Registrable Securities to be disposed of by the Stockholderincluded in such Registration Statement.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering proposes or is required (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Section 2.1 or otherwise) to an effective shelf registration statement) or register for sale any of its equity securities either for its own account or for the account of a security holder or holders, any other shareholder under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to any employee registrations on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement Form S-8 or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”successor forms thereto), the Company shall give written notice (ithe “Piggyback Notice”) as soon as reasonably practicable but of its intention to do so (1) to the Sponsor Investors and Management Investors promptly after deciding to undertake such registration (and in no event less more than five (5) Business Days thereafter), (2) to each of the other Holders of Registrable Securities (other than individuals), at least five (5) Business Days prior to the initial filing of a any registration statement or preliminary prospectus supplementunder the Securities Act and (3) to each Holder of Registrable Securities that is an individual, as no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case may beof an automatic shelf registration statement, in connection with such Piggyback Registration at least five (or less than two (25) days Business Days prior to the date filing of such registration statement). Notwithstanding the commencement foregoing, the Company may delay any Piggyback Notice to any Holders of Registrable Securities, including until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such offering if Holder, made within five (5) days following the receipt of any such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and Notice (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written which request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (the “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (the “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Sponsor Investors (in each case, if such Sponsor Investor is then a Holder of Registrable Securities) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Sponsor Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Sponsor Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Sponsor Investor requests a Company Underwritten Block Trade or an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Management Investor, and no other Investor that is not an Initial Investor or a Permitted Affiliate Transferee of an Initial Investor, shall have any right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade at any time.

Piggyback Registrations. (a) If Without limiting any obligation of the Company determines hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to publicly sell in an underwritten prepare and file with the SEC a registration statement or offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to others under the offer and sale 1933 Act of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any other business) or acquisition of another business, any registration relating solely to an exchange of entity or business or equity securities issuable in connection with the Company’s own securities stock option or a registration on any registration form that does not permit secondary sales other employee benefit plans) (a “Piggyback Registration”), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial Company may postpone or withdraw the filing or the effectiveness of a registration statement or preliminary prospectus supplement, as the case may be, filed pursuant to this Section 2(g) at any time in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder sole discretion and (ii) subject the Company shall not be required to register any Registrable Securities pursuant to this Section 5.5(b2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and Section 5.5(cwithout the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such Piggyback Registration and in any underwriting involved therein registration or takedown (whether prior to or following i) first, the expiration shares of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by Common Stock that the Company within three proposes to sell; (3ii) days second, the shares of receipt Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such notice from holders on the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be disposed included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the Stockholderholder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

Piggyback Registrations. (a) If Each time the Company determines proposes to publicly sell register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any Existing Holder) and the form of registration statement to be used permits the registration of Registrable Securities, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than 30 days prior to the anticipated filing date or two Business Days in the case of an underwritten offering Overnight Underwritten Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company in writing (includingstating the number of shares desired to be registered) within 20 days (or one Business Day in the case of an Overnight Underwritten Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, for the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, a “take-down” any registration or offering pursuant to a prospectus supplement to this Section 2.2 shall not be considered an effective shelf registration statement) or register Underwritten Shelf Takedown for sale any purposes of its securities either for its own account or the account Section 2.1 of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholderthis Agreement.

Piggyback Registrations. (a) If the Company Certificate is released from escrow and delivered to the Lender in accordance with the Escrow Agreement and the Borrower determines to publicly sell in an underwritten offering proceed with the preparation and filing with the Securities and Exchange Commission (including, for the avoidance “SEC”) of doubt, a registration statement (the “take-down” pursuant to a prospectus supplement Registration Statement”) relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holdersothers under the Securities Act of 1933 (the “1933 Act”) of any of its shares of common stock, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or its then equivalents, a registration relating the Borrower shall send to the offer and sale Lender written notice of securities such determination and, if within ten (10) days after receipt of any class other than such notice, the Registrable Securities even if such securities are convertible or exchangeable into securities Lender shall so request in writing, the Borrower will cause the registration under the 1933 Act of the same class as Escrowed Shares and (the “Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of provided that if at any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give time after giving written notice of its intention to effect such sale or registration register any of its shares of common stock and prior to the Stockholder effective date of the registration statement filed in connection with such registration, the Borrower shall determine for any reason not to register or to delay registration of such shares of common stock, the Borrower may, at its election, give written notice of such determination to the Lender and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register the Registrable Securities in connection with such registration, and (ii) subject in the case of a determination to Section 5.5(b) and Section 5.5(c)delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other shares of common stock. The Borrower shall include in such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration part of the Lock-Up Period) all of such Registrable Securities as provided however that the Borrower shall not be required to register any Escrowed Shares that are specified eligible for sale pursuant to Rule 144 of the 1933 Act. Notwithstanding any other provision in this Section 7, if the Borrower receives a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice comment from the Company (or two (2) days with respect SEC which effectively results in the Borrower having to an underwritten umarketed block trade). Such Piggyback Requests shall specify reduce the number of Registrable Securities requested included on such Registration Statement, then the Borrower may, in its sole discretion, reduce on a pro rata basis the number of Registrable Securities to be disposed of by the Stockholderincluded in such Registration Statement.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (includingregister under the Securities Act any Common Stock or any security convertible into or exchangeable or exercisable for Common Stock, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) whether or register not for sale any of its securities either for its own account or the account of a security holder or holders, and other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating "Demand Registration" as defined in and pursuant to the offer Investor Stockholders Agreement, on a form and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities in a manner which would permit registration of the same class as Registrable Securities, or a registration relating solely Common Stock held by the Management Stockholders for sale to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of public under the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)Securities Act, the Company shall give written notice of the proposed registration to each Management Stockholder not later than thirty (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to the date filing thereof. Each Management Stockholder shall have the right to request that all or any part of his, her or its Restricted Shares be included in such registration. Each Management Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days after the receipt of the commencement Company's notice of any the proposed registration; PROVIDED, HOWEVER, that if the registration is an underwritten registration and the managing underwriters of such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice determine that the aggregate amount of its intention securities of the Company which the Company, the Investors and all Management Stockholders propose to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following registration statement exceeds the expiration maximum amount of securities that may be sold without having a material adverse effect on the success of the Lock-Up Period) all offering, including without limitation the selling price and other terms of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by offering, the Company within three (3) days of receipt will include in such registration, first, the securities which the Company proposes to sell, second, the Common Stock of such notice from Investors, and third the Company Common Stock of the Management Stockholders pro rata among all such Management Stockholders on the basis of the relative percentage of Common Stock owned by all Management Stockholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to reduce or two (2) days with respect eliminate entirely the participation of the Management Stockholders). Common Stock proposed to be registered and sold pursuant to an underwritten umarketed block trade). Such Piggyback Requests offering for the account of any Management Stockholders shall specify be sold to the number of Registrable Securities requested to be disposed of prospective underwriters, selected by the holders of a majority of Common Stock to which such registration statement relates and approved by the Company, on the terms and subject to the conditions of one or more underwriting agreements negotiated between the holders of Common Stock to which such registration statement relates, the Company and the prospective underwriters. The Company may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Management Stockholder.

Piggyback Registrations. (a) If Subject to the terms and conditions hereof, whenever the Company determines (i) proposes to publicly sell in an underwritten offering register any Equity Securities of the Company under the Securities Act (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration by the Company (x) on a registration statement on Form F-4 or S-4, as applicable, (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto), or (z) pursuant to Section 5.1, a registration relating solely 4.1) or (ii) proposes to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating effect an Underwritten Offering of its own securities pursuant to the offer and sale of securities of any class an effective Shelf Registration Statement (other than the Registrable Securities even if such securities are convertible an Underwritten Offering pursuant to Section 4.1 or exchangeable into securities of the same class as Registrable SecuritiesSection 4.3) (each, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Shareholders prompt written notice thereof (i) as soon as reasonably practicable but in no event not less than five (5) [***] Business Days prior to the initial filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of Equity Securities of the Company proposed to be registered, the proposed date of filing of a such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or preliminary prospectus supplement, as underwriters (if any and if known). Upon the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to written request of any Person that on the date of such Piggyback Notice is a Shareholder, given within (A) [***] Business Days, in the commencement case of any such offering if Block Trade Offering, or (B) [***] Business Days, in the case of any other offering, after such Piggyback Registration Notice is conducted as an underwritten unmarketed block tradereceived by such Person (any such Person, a “Piggyback Seller”) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a which written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested then intended to be disposed of by such Piggyback Seller), the StockholderCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Equity Securities of the Company being sold in such Piggyback Registration.

Piggyback Registrations. (a) If Without limiting any obligation of the Company determines hereunder (including its obligations under Section 2(g)) or under the Note Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to publicly sell in an underwritten offering (including, for prepare and file with the avoidance of doubt, SEC a “take-down” pursuant to a prospectus supplement registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to others under the offer and sale Securities Act of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any other business) or acquisition of another business, any registration relating solely to an exchange of entity or business or equity securities issuable in connection with the Company’s own securities stock option or other employee benefit plans), then the Company shall deliver to each Investor a registration on written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any registration form that does not permit secondary sales (a “Piggyback Registration”)such Investor shall so request in writing, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified in a written request or such Investor requests (“Piggyback Requests”) made by to be registered; provided, however, that, for the Stockholder received by purposes of clarity, the Company within three shall not be required to register any Registrable Securities pursuant to this Section 2(f) that are eligible for resale pursuant to Rule 144 without restriction (3including, without limitation, volume restrictions) days and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of receipt a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(f), if the Registration Statement is in the form of such notice from an underwritten offering and the managing 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 offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (or two (2) days with respect collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to an underwritten umarketed block trade). Such Piggyback Requests shall specify be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities 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 person has requested be disposed included in such registration regardless of the number of securities held by each such person, that can be sold without exceeding the StockholderMaximum Number of Securities.

Piggyback Registrations. Until such time as the Buyer Group (aas hereinafter defined) If no longer beneficially owns in the aggregate at least 10% of the Shares and Underlying Warrant Shares (as hereinafter defined) initially purchased hereunder, whenever the Company determines proposes to publicly sell in register an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or Common Stock under the account of a security holder or holders, Securities Act other than a registration pursuant to Section 5.1, a registration relating solely to any (i) under employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan programs or otherwise on Form S-8S-8 or an equivalent form, a registration relating (ii) an exchange offer or an offering of securities solely to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible existing stockholders or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger employees of the Company or any to the existing stockholders of its Subsidiaries another company in connection with any other business) a merger or acquisition or otherwise on Form S-4 or an equivalent form or (iii) a secondary registration solely on behalf of another business, any registration relating solely to an exchange holders of securities of the Company’s own securities or a registration on any , and the registration form that does not permit secondary sales to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”as hereinafter defined), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) will give prompt written notice to all Buyers of its intention to effect such sale or a registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), will include in such Piggyback Registration registration and in any underwriting involved therein (whether prior to or following the expiration offering all Registrable Securities which are then owned by members of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days Buyer Group and with respect to an underwritten umarketed block tradewhich the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice (a "Piggyback Registration"). Such Piggyback Requests The Company shall specify use reasonable efforts to cause the managing underwriters of a proposed underwritten offering to permit the Registrable Securities then owned by members of the Buyer Group which have been requested to be included in the registration statement (or registration statements) for such offering to be included therein and in the prospectus used in connection therewith on the same terms and conditions as are provided for therein for persons other than Buyers. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities requested which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be disposed of offered by the StockholderCompany in such offering; provided however, that to the extent not prohibited by any registration rights agreements existing as of the date hereof, the securities to be included in the registration statement (or registration statements) for any person other than Buyers and the Company shall be first reduced prior to any such pro rata reduction. It is specifically agreed that the Piggyback Registration rights set forth in this subparagraph (c) shall not be assignable to any transferee of Registrable Securities if such transferee is not a member of the Buyer Group.

Piggyback Registrations. (a) If If, at any time prior to the expiration of the Registration Period, the Registration Statement contemplated in Section 2.1 above is not declared effective with respect to all of the Registrable Securities and the Company determines decides to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or for the account of a security holder or holdersothers, other than a then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement all or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale part of securities of any class other than the Registrable Securities even if requested by such Investors to be included therein (excluding any Registrable Securities previously included in a Registration Statement which has been declared effective and has not been withdrawn). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities are convertible to be issued solely in connection with an acquisition of any entity or exchangeable into business or equity securities issuable in connection with stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the same class as Registrable Securitiesabove-described written notice. In that event, or a registration relating solely to a corporate reorganization (including by way of merger if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation would be necessary to effect an orderly public distribution, then the Company or any will be obligated to include only such limited portion, if any, of its Subsidiaries the Registrable Securities with any other business) or acquisition respect to which such Investors have requested inclusion hereunder. Any exclusion of another business, any registration relating solely to an exchange Registrable Securities will be made pro rata among all holders of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to the initial filing inclusion of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include securities in such Piggyback Registration and in any underwriting involved therein (whether prior to Statement or following are not entitled pro rata inclusion with the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the StockholderSecurities.

Piggyback Registrations. If at any time prior to the date two (2) years from the date of this Warrant or such earlier date when all shares of Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") (a) If have been sold, or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the Holder, that there is not an effective registration statement covering the Warrant Shares, and the Company shall determine to prepare and file with the SEC a registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holdersothers under the Securities Act of any of its equity securities, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to the offer and sale of equity securities to be issued solely in connection with any acquisition of any class entity or business or equity securities issuable in connection with the stock option or other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesemployee benefit plans, or a registration relating solely to a corporate reorganization (including by way of merger of then the Company or any shall send to the Holder a written notice of its Subsidiaries with any other businesssuch determination and, if within fifteen (15) or acquisition days after the date of another businesssuch notice, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Warrant Shares such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, however, that (i) as soon as reasonably practicable but in no event less than five (5) Business Days if, at any time giving written notice of is intention to register any securities and prior to the initial filing effective date of a the registration statement or preliminary prospectus supplement, as the case may be, filed in connection with such Piggyback Registration (or less than two (2) days prior registration, the Company determines for any reason not to proceed with such registration, the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give Company may, at its election, given written notice of its intention to effect such sale or registration determination to the Stockholder Holders and, thereupon, will be relieved of its obligation to register any Warrant Shares in connection with such registration, and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration case of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received determination by the Company within three (3) days to delay registration of receipt of such notice from its securities, the Company will be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities.. (or two (2) days with respect to an underwritten umarketed block tradeRemainder of page intentionally left blank). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholder.

Piggyback Registrations. (ai) If Without limiting any obligation of the Company determines and subject to publicly sell in the provisions of this Section 2(d), if (i) there is not an underwritten effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, others under the Securities Act of any of its equity securities (other than (A) on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a registration pursuant business combination subject to Section 5.1Rule 145 under the Securities Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, (B) for a registration relating solely to any employee dividend reinvestment or director equity or equity-based incentive or compensation similar plan or arrangement rights offering or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale (C) for an offering of securities of any class other than the Registrable Securities even if such securities are debt that is convertible or exchangeable into equity securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other businessCompany) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), then the Company shall deliver to each Holder a written notice of such determination and, if within ten (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (210) days prior to after the date of the commencement delivery of such notice, any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to Holder shall so request in writing, the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), Company shall include in such Piggyback Registration and in registration statement or offering statement all or any underwriting involved therein (whether prior to or following the expiration part of the Lock-Up Period) all Registrable Securities that such Holder requests to be registered on the same terms and conditions as any similar securities of the Company included in such offering and to permit the sale or other disposition of such Registrable Securities as in accordance with the intended method(s) of distribution thereof; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(d) that are specified the subject of a then-effective Registration Statement. The inclusion of any Holder’s Registrable Securities in a written request Piggyback Registration shall be subject to such Holder agreeing to enter into an underwriting agreement in customary form with the managing underwriters, including representations, warranties or requests (“Piggyback Requests”) agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Stockholder received Holder as are generally prevailing in agreements of that type, and such Holder shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the Company within three (3) days of receipt managing underwriters and required under the terms of such notice from underwriting agreement. Notwithstanding the foregoing, the Company (may postpone or two (2) days with respect to an underwritten umarketed block trade). Such withdraw the filing or the effectiveness of a Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the StockholderRegistration at any time in its sole discretion.

Piggyback Registrations. (a) If the Company determines proposes to publicly sell in an underwritten offering (including, for file a registration statement under the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Securities Act with respect to an effective shelf registration statement) or register offering of Common Stock for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) or for the account of any holder of Common Stock of the Company (other than a registration Holder) on any registration a form that does not would permit secondary sales (a “Piggyback Registration”)registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall (i) give written notice of such proposed filing to the Holders as soon as reasonably practicable (but in no event less than five 30 days before the anticipated filing date) (5) a “Registration Notice”), describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder, given by such Holder to the Company no later than 10 Business Days prior after the Company’s notice is delivered to such Holder, to register, on the initial same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder’s Registrable Securities, the Company will use its best efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 5(a)(i) or cease the filing (or obtaining or maintaining the effectiveness) of a or withdraw the related registration statement or preliminary prospectus supplementother governmental approvals, as registrations or qualifications. In such event, the case may be, Company shall so notify each Holder that had notified the Company in connection accordance with such Piggyback Registration (or less than two (2this Section 5(a)(i) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect participate in such sale or offering and, except for the obligation of the Company to pay registration to the Stockholder and (ii) subject expenses pursuant to Section 5.5(b) and Section 5.5(c)6, include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of shall incur no liability for its failure to complete any such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade)offering. Such Piggyback Requests shall specify There is no limitation on the number of Registrable Securities registrations that may be requested to be disposed of by the StockholderHolders pursuant to this Section 5(a)(i) which the Company is obligated to effect.

Piggyback Registrations. (a) If The Company shall use its best efforts to notify all Holders of Registrable Securities in writing at least twenty (20) days before filing any registration statement under the Act for purposes of effecting a public offering by the Company determines to publicly sell in an underwritten offering of securities of the Company (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf excluding registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration statements relating solely to any employee or director equity or equity-based incentive or compensation benefit plan or arrangement a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale part of securities of any class other than the Registrable Securities even if then held by such securities are convertible Holder. Each Holder desiring to include in any such registration statement all or exchangeable into securities any part of the same class as Registrable SecuritiesSecurities held by such Holder shall, or a registration relating solely to a corporate reorganization within ten (including by way of merger 10) days after receipt of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lockabove-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such described notice from the Company, so notify the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests in writing, and in such notice shall specify inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement filed by the 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. The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering (or, if there is no underwriter, then the Company) to exclude some or all of the Registrable Securities requested to be disposed registered on the basis of by a good faith determination that inclusion of such securities might adversely affect the Stockholdersuccess of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. Each time the Partnership proposes to register any of its equity securities (aother than pursuant to an Excluded Registration) If under the Company determines Securities Act for sale to publicly sell the public (whether for the account of the Partnership or the account of any Existing Holder, Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) of the Partnership pursuant to contractual registration rights) and the form of registration statement to be used (including a Shelf Registration Statement) permits the registration of Registrable Securities, the Partnership shall give prompt written notice (a “Piggyback Registration Notice”) to each Holder and the Existing Holders (which notice shall be given not less than (i) five Business Days prior to the anticipated filing date or (ii) three Business Days prior to the anticipated filing date in the case of an underwritten offering Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder and each Existing Holder the opportunity to include any or all of its or his Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each such Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Partnership in writing (includingstating the number of Registrable Securities desired to be registered) within three Business Days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date it receives such notice from the Partnership. Any Holder shall have the right to withdraw such Hxxxxx’s request for inclusion of all or a portion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Partnership shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Partnership may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, a “take-down” any registration or offering pursuant to a prospectus supplement to this Section 2.2 shall not be considered an effective shelf registration statement) or register Underwritten Shelf Takedown for sale any purposes of its securities either for its own account or the account Section 2.1 of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholderthis Agreement.

Piggyback Registrations. (a) If The Company shall notify all Holders of Registrable Securities in writing at least ten (10) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company determines to publicly sell in an underwritten offering (including, for but not limited to, registration statements relating to secondary offerings of securities of the avoidance of doubtCompany, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statementbut excluding (A) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any the sale of securities to employees of the Company pursuant to an employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, of the Company; (B) a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger or other transaction under Rule 145 of the Company or any of its Subsidiaries with any other businessSecurities Act; (C) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (D) a “Piggyback Registration”registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Company Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall (i) as soon as reasonably practicable but in no event less than within five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date after receipt of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such above described notice from the Company, so notify the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests in writing, and in such notice shall specify inform the Company of the number of Registrable Securities requested such Holder wishes to be disposed include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the StockholderCompany, 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. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (includingfile a registration statement with respect to its Common Stock, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either whether for its own account or for the account of any Other Holder or Other Holders that have requested such registration (a security holder or holders"Requesting Securityholder"), other than a registration statement or Form S-4 or S-8 (or any successor or substantially similar form) and other than in connection with on employee compensation plan, or securities issued pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesplan, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another businessdividend reinvestment plan, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), then the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the each case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration proposed filing to the Stockholder Stockholders at least twenty (20) days before the anticipated filing date of any such Registration Statement by the Company, and (ii) subject such notice shall offer to Section 5.5(b) and Section 5.5(c), include the Stockholders the opportunity to have any or all of the Registrable Securities held by the Stockholders included in such Piggyback Registration and in Statement. If any underwriting involved therein (whether prior Stockholder desires to or following the expiration of the Lock-Up Period) all of such have its Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by registered under this Section 4, it shall so advise the Company in writing within three ten (310) days after the date of receipt of such notice from (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company (shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or two (2) days with respect underwriters of any such proposed public offering advises the Company that the total amount of Common Stock which the Stockholders, the Company and any other Persons intended to an underwritten umarketed block trade). Such Piggyback Requests shall specify be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the number of Registrable Securities requested shares of Common Stock to be disposed offered for the accounts of the Stockholders and the Other Holders shall be reduced pro rata, based upon the aggregate number of securities to be offered for the accounts of the Stockholders and all Other Holders (except the Company and the Requesting Securityholder) intended to be included in such offering, to the extent necessary to reduce the total number of securities to be included in such proposed public offering to the number recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced. Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a Registration Statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without any liability or obligation to any Stockholder.

Piggyback Registrations. (a) If at any time after 180 days from the date ----------------------- of this Agreement the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, file a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) statement covering proposed sales by it or register for sale any of its securities either shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for its own account or sale to the account of a security holder or holders, public (other than a registration statement (i) covering only shares issuable upon (a) the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, or (b) the exercise of a convertible security, or (ii) under a Registration Statement filed on Form S-4 or S-8 or any similar form under the Act or (iii) pursuant to Section 5.12, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”below), the Company will give prompt notice to Holder of such proposed registration (which notice shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to describe the initial proposed filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to date and the date of by which the commencement registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder disposition of securities and (ii) subject to Section 5.5(b) and Section 5.5(c), shall include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration a listing of the Lock-Up Period) all jurisdictions, if any, in which the Company proposes to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such Registrable Securities as are specified in a written jurisdictions). At the request or requests of Holder given within thirty (“Piggyback Requests”30) made by calendar days after the Stockholder received by the Company within three (3) days of receipt of such notice from the Company by Holder (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify the number of Registrable Securities requested shares Holder requests to be disposed included in such registration), the Company will use its best efforts to cause all shares as to which registration has been requested by Holder to be included in such registration statement for sale or disposition in accordance with the method described in the initial notice given to Holder and subject to the same terms and conditions as the other shares of capital stock being sold, and thereafter shall cause such registration statement to be filed and become effective; provided, however, that the Company shall be permitted to (A) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to Holder shall be relieved of all of its obligations under this Section 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the Stockholderoffering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall be excluded pro rata based on the total number of shares of capital stock being sold by all selling security holders (other than the Company).

Piggyback Registrations. (a) If Notwithstanding any limitation contained in Section 2, if Xxxxxx Xxxxxxx Ltd. at any time proposes after the Company determines date hereof to publicly sell in an underwritten offering (includingeffect a Piggyback Registration, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if it will at each such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales time give prompt written notice (a “Notice of Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) at least 30 days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice anticipated filing date, to all Holders of its intention to effect do so and of such sale or registration to the Stockholder and (ii) subject to Holders’ rights under this Section 5.5(b) and Section 5.5(c)3, include in such which Notice of Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration shall include a description of the Lock-Up Period) all intended method of disposition of such Registrable Securities as are specified in a securities. Upon the written request or requests (“Piggyback Requests”) of any such Holder made by the Stockholder received by the Company within three (3) days of 5 Business Days after receipt of such notice from the Company a Notice of Piggyback Registration (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify the number shares of Common Stock, Preferred Stock and Warrants that are Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of disposition thereof), Xxxxxx Xxxxxxx Ltd. will, subject to the other provisions of this Agreement, include in the registration statement relating to such Piggyback Registration all of the shares of Common Stock, Preferred Stock and Warrants requested to be included that are Registrable Securities, to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Xxxxxx Xxxxxxx Ltd. shall determine for any reason not to register or to delay registration of such securities, Xxxxxx Xxxxxxx Ltd. may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve any of the Issuers of their obligations to effect a Registration under Section 2.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering proposes or is required (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Section 2.1 or otherwise) to an effective shelf registration statement) or register for sale any of its securities either Shares for its own account or for the account of a security holder or holders, any other shareholder under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to Form S-4 or Form S-8 or any successor or other forms promulgated for similar purposes or forms filed in connection with an exchange offer or any employee benefit or director equity or equity-based incentive or compensation stock purchase and/or dividend reinvestment plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating statement registering Shares that are issuable solely to a corporate reorganization (including by way upon conversion of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Share Equivalents), the Company shall give written notice (ithe “Piggyback Notice”) as soon as reasonably practicable but in no event less than of its intention to do so to each of the Holders of Registrable Securities at least five (5) Business Days prior to the initial filing of a any registration statement or preliminary prospectus supplement, as under the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to Securities Act. Upon the date of the commencement written request of any such offering if Holder, made within five (5) days following the receipt of any such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and Notice (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written which request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable.

Piggyback Registrations. (a) If at any time during the Effectiveness Period ------------------------ there is not an effective Registration Statement covering all of the Registrable Securities and the Company determines shall determine to publicly sell in an underwritten offering (including, for prepare and file with the avoidance of doubt, Commission a “take-down” pursuant to a prospectus supplement registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holdersothers under the Securities Act of any of its equity securities, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to the offer and sale of equity securities to be issued solely in connection with any acquisition of any class entity or business or equity securities issuable in connection with stock option or other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesemployee benefit plans, or a registration relating solely to a corporate reorganization (including by way of merger of then the Company or any shall send to each Holder a written notice of its Subsidiaries with any other businesssuch determination and, if within fifteen (15) or acquisition days after the date of another businesssuch notice, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of "piggyback" registration rights; provided, however, -------- ------- that (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplementif, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of at any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give time after giving written notice of its intention to effect such sale or registration register any securities and prior to the Stockholder effective date of the registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company may, at its election, given written notice of such determination to the Holders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration case of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received determination by the Company within three (3) days to delay registration of receipt of such notice from its securities, the Company (or two (2) days with respect will be permitted to an underwritten umarketed block trade). Such Piggyback Requests shall specify delay the number registration of Registrable Securities requested for the same period as the delay in registering such other securities. Notwithstanding the foregoing, nothing in this paragraph (e) shall permit the Company to be disposed file a registration statement in contravention of by the Stockholder.restrictions in Section 6(b)

Piggyback Registrations. (a) If FS shall notify Belknap at least 15 days prior to the Company determines to publicly sell in an underwritten filing of any registration xxxxxxxnt under the Securities Act for a public offering of securities of FS (including, for the avoidance of doubtbut not limited to, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration statements relating to the offer and sale secondary offerings of securities of any class FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other than transactions under Rule 145 of the Securities Act) and will afford Belknap an opportunity to include in such registration statement xxx xx part of the Registrable Securities even if held by Belknap; provided, that (x) no such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesnotice shall be required, or and xxxx Xection 2.2 shall not be applicable, at any time when a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company statement filed under Section 2.1 is effective. Such notice shall (i) offer Belknap the opportunity to register such number of Registrable Sexxxxxxxs as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case he may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder request and (ii) subject describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, if known, the price at which such securities are reasonably expected to Section 5.5(b) and Section 5.5(cbe sold to the public, whether or not such registration will be in connection with an underwritten offering and, if so, the identity of the managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of underwriting discount reasonably expected to be incurred in connection therewith), . If Belknap desires to include in any such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration registration statement all xx xxxt of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made held by the Stockholder received by the Company him, he shall, within three (3) 15 days of after receipt of such the above-described notice from the Company (or two (2) days with respect to an underwritten umarketed block trade)FS, so notify FS in writing. Such Piggyback Requests notice shall specify state the number of Registrable Securities requested which Belknap requests to be disposed included in such registration and his intexxxx xxthod of disposition of the Registrable Securities. If Belknap decides not to include all or any part of his Registrable Xxxxxxties in any registration statement filed by FS, he shall nevertheless continue to have the Stockholderright to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by FS, all upon the terms and conditions set forth herein. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect Belknap's rights under Section 2.1.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell register, or is required in an underwritten offering (includingany way to register, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or (as defined in the account of a security holder or holders, Act) under the Act (other than a on Form S-8 or other similar forms providing for the registration pursuant to Section 5.1, a registration relating solely to any of employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan securities or on Form S-8a form used in connection with a transaction of the type described in rule 145 under the Act), a registration relating it will at each such time give written notice to the offer and sale Holder of securities its intention so to do and, upon the written request of any class other than the Registrable Securities even if Holder, given within 30 days after receipt of any such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)notice, the Company shall will cause each Warrant Share that the Company has been requested to register by such Holder to be registered under the Act at the same time as the Company's proposed registration, all to the extent required to permit the sale or other disposition by such Holder of the Warrant Shares so registered; provided, however, that (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior if such registration involves an underwritten offering, the Holders must sell their Warrant Shares to the initial filing of a registration statement or preliminary prospectus supplement, underwriters selected by the Company on the same terms and conditions as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior apply to the date of the commencement of Company and/or any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block tradeother selling stockholder, (ii) give if, at any time after giving written notice of its intention to effect such sale or registration register any securities pursuant to this Section 11.2 and prior to the Stockholder effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to the Holders and thereupon shall be relieved of its obligation to register any Warrant Shares in connection with such registration, and (iiiii) subject if such registration involves an underwritten offering, the Company shall not be required to Section 5.5(b) and Section 5.5(c), include any Warrant Shares in such Piggyback Registration and in any underwriting involved therein (whether prior to or following unless the expiration Holders accept the terms of the Lock-Up Period) all underwriting as agreed upon between the Company and the underwriters selected by it, and then only such quantity of such Registrable Securities Warrant Shares, if any, as are specified shall not, in a written request or requests (“Piggyback Requests”) made the opinion of the underwriters, have an adverse effect on the offering by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the StockholderCompany.

Piggyback Registrations. (a) If at any time the Company determines shall determine to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of others under the Securities Act (including pursuant to a security holder demand for registration by any stockholder or holdersstockholders of the Company exercising registration rights) any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans (unless a Stockholder is eligible to participate in a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a in which event this piggyback registration relating right shall apply to the offer extent any Registrable Shares are eligible for registration on Form S-8), it shall send to each Holder and sale each person who, or entity that, has the right to acquire Registrable Shares, written notice of securities such determination and, if within fifteen (15) days after receipt of such notice, such Holder (and any class other than such person who, or entity that, acquires Registrable Shares following such notice) shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities even Shares such Holder (and any such person who, or entity that, acquires Registrable Shares following such notice) requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number, if any, of Registrable Shares which may be included in the registration statement because, in its judgment expressed in writing to the Company, such securities are convertible or exchangeable into securities limitation (which could be a limitation to zero) is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion, if any, of the same class as Registrable SecuritiesShares with respect to which such Holder (and any such person who, or a registration relating solely to a corporate reorganization (including by way of merger of entity that, acquires Registrable Shares following such notice) has requested inclusion hereunder, provided, however, that the Company shall not so exclude any Registrable Shares held by a Holder (or its Permitted Transferees) unless it has first excluded any securities to be offered and sold by Holders who do not have contractual, incidental or other rights granted by the Company to include such securities. Any exclusion of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange Registrable Shares shall be made pro rata among all of the Company’s own securities or a stockholders holding registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but rights and seeking to include such shares in no event less than five (5) Business Days prior to the initial filing of a registration statement based upon the number of such shares sought to be included in such registration statement by each such stockholder; provided, however, that for any such stockholder that is a partnership or preliminary prospectus supplementcorporation, as the case may bepartners, in connection with retired partners and stockholders of such Piggyback Registration (stockholder, or less than two (2) days prior to the date of the commencement estates and family members of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice partners and retired partners and any trusts for the benefit of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in foregoing persons shall be deemed to be a written request or requests (single “Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days stockholder,” and any pro rata reduction with respect to such “stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “stockholder,” as defined in this sentence. The obligations of the Company under this Section 8.3(a) may be waived at any time upon the written consent of the Holders of not less than seventy-five percent (75%) of the Registrable Shares and shall expire on the fifth anniversary following the consummation of an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the StockholderInitial Public Offering.

Piggyback Registrations. (a) If If, at any time when there are Registrable Securities then outstanding there is not an effective Registration Statement covering all of the Registrable Securities, the Company determines proposes to publicly sell register under the Securities Act any of its securities, whether or not for sale for its own account, on a form and in an underwritten offering a manner which would permit registration of the Registrable Securities held by a Holder for sale to the public under the Securities Act (including, for the avoidance of doubtbut not limited to, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration statements relating to the offer and sale secondary offerings of securities of the Company but excluding any class registration statements (i) on Form N-14 (or any successor or substantially similar form), (ii) otherwise relating to any corporate reorganization or other than transactions covered by Rule 145 promulgated under the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable SecuritiesAct, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other businessiii) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that which does not permit secondary sales (or does not include substantially the same information as would be required to be included in a “Piggyback Registration”registration statement covering the resale of the Registrable Securities), the Company shall give written notice of the proposed registration to each Holder not later than ten (i10) as soon as reasonably practicable but calendar days prior to the filing thereof. Each Holder shall have the right to request that all or any part of its Registrable Securities be included in no event less than such registration. Each Holder can make such a request by giving written notice to the Company within five (5) Business Days prior to calendar days after the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from by the Holders; provided, however, that if the registration is an Underwritten Offering and the managing underwriters of such offering determine that the aggregate amount of securities of the Company (or two (2) days with respect which the Company and all Holders propose to an underwritten umarketed block trade). Such Piggyback Requests shall specify include in such registration statement exceeds the number maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities that the Company proposes to sell, second, the Registrable Securities of such Holders, pro rata among all such Holders on the basis of the relative percentage of Registrable Securities owned by all Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Holders), and third, the comparable securities of any additional holders of the Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them. Registrable Securities proposed to be disposed registered and sold pursuant to an Underwritten Offering for the account of any Holder shall be sold to the prospective underwriters selected or approved by the StockholderCompany and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Holder who holds Registrable Securities being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such underwriting agreement. The Company may withdraw any registration statement under this Section 3 at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Holder.

Piggyback Registrations. (a) If at any time or times after the date hereof, the Company determines shall determine to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its Common Stock or securities either convertible into or exchangeable for its own account Common Stock under the Securities Act, whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering thereof by stockholders (a "secondary offering"), or the account of a security holder or holders, other than both (but not in connection with a registration pursuant to Section 5.1, a registration relating effected solely to any implement an employee or director equity or equity-based incentive or compensation benefit plan or arrangement a transaction to which Rule 145 or any other similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities rule of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of Commission under the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Securities Act is applicable), the Company will promptly give written notice thereof to the holders of Registrable Securities and Founder Shares then outstanding (the "Holders"), and will use its best efforts to effect the registration under the Securities Act of 3 -3- all Registrable Securities and Founder Shares which the Holders may request in a writing delivered to the Company within fifteen (15) days after the notice given by the Company; provided, however, that in the event that any registration pursuant to this Section 2.1 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities and Founder Shares to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the number of shares of Registrable Securities and Founder Shares owned by such Holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than one-half of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Securities and Founder Shares, and provided, further, that, prior to any such reduction, the Company shall first exclude from such registration, in the following order, all shares of Common Stock sought to be included therein by (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any holder thereof not having any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or contractual, incidental registration to the Stockholder rights, and (ii) subject any holder thereof having contractual, incidental registration rights subordinate and junior to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration rights of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number Holders of Registrable Securities requested to be disposed of by the Stockholderor Founder Shares Securities and Founder Shares.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering proposes or is required (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Section 2.1 or otherwise) to an effective shelf registration statement) or register for sale any of its equity securities either for its own account or for the account of a security any other holder or holders, of Common Stock under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to any employee registrations on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement Form S-8 or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”successor forms thereto), the Company shall (i) as soon as reasonably practicable but in no event less than give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the initial filing of a any registration statement or preliminary prospectus supplement, as under the case may be, in connection with such Piggyback Registration Securities Act (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written which request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Each Holder agrees to treat as confidential the receipt of the piggyback registration notice and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

Piggyback Registrations. (a) If at any time the Company determines intends to publicly sell in an underwritten offering (including, for the avoidance file on its behalf or on behalf of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any holder of its securities either for its own account or a Registration Statement under the account Securities Act in connection with a public offering of a security holder or holders, any securities of the Company (other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan statement on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible S-8 or exchangeable into securities of the same class as Registrable Securities, Form S-4 or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”their successor forms), then the Company shall give written notice of such intention (ian “Intended Offering Notice”) as soon as reasonably practicable but in no event less to Vivendi and to each other Holder (provided the Company shall not be obligated to provide an Intended Offering Notice to any person (other than five (5Vivendi and its Controlled Affiliates) Business Days prior unless Vivendi or one of its Controlled Affiliates has provided written notice to the initial filing of Company that such other person qualifies as a registration statement or preliminary prospectus supplement, “Holder” as the case may be, provided in connection with such Piggyback Registration (or less than two (2this Agreement) at least 10 business days prior to the date of the commencement of any such offering if such Piggyback Registration Statement is conducted as an underwritten unmarketed block trade) give written notice of its intention filed. Such Intended Offering Notice shall offer to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior Statement for offer to the public the number or following the expiration amount of the Lock-Up Period) all of such Registrable Securities as are specified each such notified Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, and any proposed managing underwriter or underwriters of such securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Registration Statement shall so advise the Company in writing (such written notice from any such Holder being a written request or requests (“Piggyback RequestsNotice”) made by not later than seven business days after the Stockholder date on which such Holder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify Intended Offering Notice, setting forth the number of Registrable Securities requested that such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the Company, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be disposed customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 5.2 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 5.2 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and arrangements required by the Stockholderthis Agreement.

Piggyback Registrations. (a) If From and after the Company determines expiration of the Restricted Period, subject to publicly sell in an underwritten offering the terms and conditions hereof, whenever Parent proposes to register any Parent Common Stock under the Securities Act (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration by Parent (i) on Form S-4 or any successor form thereto (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor form thereto (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement, (iv) in connection with any dividend or distribution reinvestment or similar plan, (v) incidental to an issuance of debt securities under Rule 144A or (vi) pursuant to Section 5.1, a 4.1) (such registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than those referred to in the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesimmediately preceding parenthetical, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), whether for its own account or for the Company account of others, Parent shall give each Holder prompt written notice thereof (i) as soon as reasonably practicable but in no event not less than five fifteen (515) Business Days prior to the initial filing by Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Parent Common Stock proposed to be registered, the proposed date of filing of a such registration statement or preliminary prospectus supplementwith the Commission, as the case may beproposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by Parent of the proposed minimum offering price of such shares of Parent Common Stock, in connection with each case to the extent then known. Subject to Section 4.2(b), Parent shall include in each such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in held by the Holders with respect to which Parent has received a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which written request shall specify the number of Registrable Securities requested to be disposed of by the Stockholdereach Holder) for inclusion therein within ten (10) Business Days after such Piggyback Notice is received by each Holder.

Piggyback Registrations. (a) If Following the Company determines Lock-Up Period, if at any time Activision intends to publicly sell in an underwritten offering (including, for the avoidance file on its behalf or on behalf of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any holder of its securities either for its own account or a Registration Statement under the account Securities Act in connection with a public offering of a security holder or holders, any securities of Activision (other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan statement on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible S-8 or exchangeable into securities of the same class as Registrable Securities, Form S-4 or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”their successor forms), the Company then Activision shall give written notice of such intention (ian “Intended Offering Notice”) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) Management Stockholder at least 10 business days prior to the date of the commencement of any such offering if such Piggyback Registration Statement is conducted as an underwritten unmarketed block trade) give written notice of its intention filed. Such Intended Offering Notice shall offer to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior Statement for offer to the public the number or following the expiration amount of the Lock-Up Period) all of such Registrable Securities as are specified Management Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, and any proposed managing underwriter or underwriters of such securities. If Management Stockholder elects to have his Registrable Securities offered and sold pursuant to such Registration Statement, he shall so advise Activision in writing (such written notice from Management Stockholder being a written request or requests (“Piggyback RequestsNotice”) made by not later than seven (7) business days after the date on which Management Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify Intended Offering Notice, setting forth the number of Registrable Securities requested that Management Stockholder desires to have offered and sold pursuant to such Registration Statement. Upon the request of Activision, Management Stockholder shall enter into such underwriting, custody and other agreements as shall be disposed customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Management Stockholder shall be permitted to withdraw all or part of his Applicable Securities from any Registration pursuant to this Section 6.2 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 6.2 shall relate to an underwritten offering, the right of Management Stockholder to participate therein shall be conditioned upon Management Stockholder’s participation in the underwriting agreements and arrangements required by the Stockholderthis Agreement.

Piggyback Registrations. (a) If at any time the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale by the Company under the Securities Act any of its equity securities either for its own account or the account of a security holder or holders, (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), or any shares of Common Stock held by GSCP pursuant to Section 5.13.1(b), in a manner that would permit registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating of Registrable Securities for sale to the offer public under the Securities Act and sale of securities of in an underwritten offering, the Company will each such time promptly give written notice to all Stockholders who beneficially own any class other than the Registrable Securities even if of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such securities are convertible holders' rights under this Section 3.1 (the "Piggyback Notice"). The Company will use its reasonable best efforts to include, and to cause the underwriter or exchangeable into underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the same class as Company included in such offering, all Registrable SecuritiesSecurities that the Company has been requested in writing, or within fifteen (15) calendar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1(a), a registration relating solely "Piggyback Registration"); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to a corporate reorganization (including by way of merger the effective date of the registration statement filed in connection with such registration, the Company or shall determine for any reason not to register such equity securities (or, in the case of a Demand Registration (as defined below), GSCP so determines), the Company may, at its election (or, in the case of a Demand Registration where GSCP so determines, the Company shall), give written notice of such determination to all Stockholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its Subsidiaries obligation to register any Registrable Securities in connection with any other businesssuch abandoned registration, and (ii) or acquisition in case of another businessa determination by the Company to delay registration of its equity securities (or, any registration relating solely to an exchange in the case of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Demand Registration”, GSCP so determines), the Company shall be permitted to (or, in the case of a Demand Registration where GSCP so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject shall not relieve the Company of its obligations under Section 3.1(b)). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 5.5(b) and Section 5.5(c3.1(a), include all Stockholders proposing to distribute their securities pursuant to this Section 3.1(a) shall, at the request of the Company (or, in such the case of a Demand Registration, GSCP), enter into an agreement in customary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected by GSCP). Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration and in any underwriting involved therein (whether prior to or following is requested by a Management Investor if, at the expiration time of the Lock-Up Period) such request, all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made eligible for sale to the public by the Stockholder received requesting Management Investor without registration under Rule 144 under the Securities Act, with such sale not being limited by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholdervolume restrictions thereunder.

Piggyback Registrations. (a) If FS shall notify JL at least 15 days prior to the Company determines to publicly sell in an underwritten filing of any registration statement under the Securities Act for a public offering of securities of FS (including, for the avoidance of doubtbut not limited to, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration statements relating to the offer and sale secondary offerings of securities of any class FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other than transactions under Rule 145 of the Securities Act) and will afford JL an opportunity to include in such registration statement all or part of the Registrable Securities even if held by JL; provided, that (x) no such securities are convertible or exchangeable into securities of notice shall be required, and this Section 2.2 shall not be applicable, at any time when the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company statement filed under Section 2.1 is effective. Such notice shall (i) offer JL the opportunity to register such number of Registrable Securities as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case it may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder request and (ii) subject describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, if known, the price at which such securities are reasonably expected to Section 5.5(b) and Section 5.5(cbe sold to the public, whether or not such registration will be in connection with an underwritten offering and, if so, the identity of the managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of underwriting discount reasonably expected to be incurred in connection therewith), . If JL desires to include in any such Piggyback Registration and in any underwriting involved therein (whether prior to registration statement all or following the expiration part of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made held by the Stockholder received by the Company it, it shall, within three (3) 15 days of after receipt of such the above-described notice from the Company (or two (2) days with respect to an underwritten umarketed block trade)FS, so notify FS in writing. Such Piggyback Requests notice shall specify state the number of Registrable Securities requested which JL requests to be disposed included in such registration and its intended method of disposition of the Registrable Securities. If JL decides not to include all or any part of its Registrable Securities in any registration statement filed by FS, it shall nevertheless continue to have the Stockholderright to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by FS, all upon the terms and conditions set forth herein. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, file a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) statement covering proposed sales by it or register for sale any of its securities either shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for its own account or sale to the account of a security holder or holders, public (other than a registration statement (i) covering only shares issuable upon the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, (ii) on Form S-4 or S-8 or any similar form) under the U.S. Securities Act of 1933, as amended (the "Act"), (iii) in connection with a registered public offering of the Company's capital stock, or (iv) pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)2 hereof, the Company will give prompt notice to Holder of such proposed registration (which notice shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to describe the initial proposed filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to date and the date of by which the commencement registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder disposition of securities and (ii) subject to Section 5.5(b) and Section 5.5(c), shall include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration a listing of the Lock-Up Period) all jurisdictions, if any, in which the Company proposes to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such Registrable Securities as are specified in a written jurisdictions). At the request or requests of Holder given within thirty (“Piggyback Requests”30) made by calendar days after the Stockholder received by the Company within three (3) days of receipt of such notice from the Company by Holder (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify the number of Registrable Securities requested shares Holder requests to be disposed included in such registration), the Company will use its best efforts to cause all shares as to which registration has been requested by Holder to be included in such registration statement for sale or disposition in accordance with the method described in the initial notice given to Holder and subject to the same terms and conditions as the other shares of capital stock being sold, and thereafter shall cause such registration statement to be filed and become effective; provided, however, that the Company shall be permitted to (A) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to Holder shall be relieved of all of its obligations under this Section 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the Stockholderoffering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall be excluded pro rata based on the total number of shares of capital stock being sold by all selling Holders (other than the Company).

Piggyback Registrations. (a) If Commencing 120 days after the Closing Date, if at any time the Company determines intends to publicly sell in an underwritten offering (including, for the avoidance file on its behalf or on behalf of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any holder of its securities either for its own account or a Registration Statement under the account Securities Act in connection with a public offering of a security holder or holders, any securities of the Company (other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan statement on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible S-8 or exchangeable into securities of the same class as Registrable Securities, Form S-4 or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”their successor forms), then the Company shall give written notice of such intention (ian “Intended Offering Notice”) as soon as reasonably practicable but in no event less to Vivendi and to each other Holder (provided the Company shall not be obligated to provide an Intended Offering Notice to any person (other than five (5Vivendi and its Controlled Affiliates) Business Days prior unless Vivendi or one of its Controlled Affiliates has provided written notice to the initial filing of Company that such other person qualifies as a registration statement or preliminary prospectus supplement, “Holder” as the case may be, provided in connection with such Piggyback Registration (or less than two (2this Agreement) at least 10 business days prior to the date of the commencement of any such offering if such Piggyback Registration Statement is conducted as an underwritten unmarketed block trade) give written notice of its intention filed. Such Intended Offering Notice shall offer to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior Statement for offer to the public the number or following the expiration amount of the Lock-Up Period) all of such Registrable Securities as are specified each such notified Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, and any proposed managing underwriter or underwriters of such securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Registration Statement shall so advise the Company in writing (such written notice from any such Holder being a written request or requests (“Piggyback RequestsNotice”) made by not later than seven business days after the Stockholder date on which such Holder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify Intended Offering Notice, setting forth the number of Registrable Securities requested that such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the Company, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be disposed customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 5.2 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 5.2 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and arrangements required by the Stockholderthis Agreement.

Piggyback Registrations. (a) If Without limiting any obligation of the Company determines hereunder or under the Securities Purchase Agreement, after the Effectiveness Deadline, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to publicly sell in an underwritten offering (including, for prepare and file with the avoidance of doubt, SEC a “take-down” pursuant to a prospectus supplement registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to others under the offer and sale 1933 Act of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any other business) or acquisition of another business, any registration relating solely to an exchange of entity or business or equity securities issuable in connection with the Company’s own securities stock option or other employee benefit plans), then the Company shall deliver to each Investor a registration on written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any registration form that does not permit secondary sales (a “Piggyback Registration”)such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (iincluding, without limitation, volume restrictions) as soon as and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything to the contrary included in this Agreement, if an Investor fails to timely furnish such information that Company determines, after consultation with its counsel, is reasonably practicable but required in no event less than order for such Registration Statement or prospectus to comply with the 1933 Act (it being understood that delivery of such information within five (5) Business Trading Days prior of such request shall be deemed timely hereunder), the applicable Filing Deadline and Effectiveness Deadline of such Registration Statement shall be automatically extended on a day-by-day basis for each calendar day thereafter until the Investor has furnished such information to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the StockholderCompany.

Piggyback Registrations. (a) If On or after the 18-month anniversary of the Closing Date, if the Company determines proposes to publicly sell in an underwritten offering register Equity Securities under the Securities Act (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, and other than demand registrations pursuant to Section 5.14.2), whether or not for sale for its own account, in a manner which would permit registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesof such Equity Securities for sale to the public under the Securities Act, or a registration relating solely it will, at each such time, give prompt written notice to a corporate reorganization (including by way the Designated Stockholder of merger its intention to do so and of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange Holders’ rights under this Article IV. Upon the written request of the Company’s own securities or a registration Designated Stockholder, on the behalf of all of the Holders, made within 15 days after the receipt of any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable such notice but in no event less later than five two (52) Business Days prior to the initial filing effectiveness of a the registration statement or preliminary prospectus supplementas indicated in such notice (which request shall specify the Registrable Securities intended to be disposed of by each Holder), as the case may beCompany will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided that (i) if, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of at any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give time after giving written notice of its intention to effect register any Equity Securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such sale or registration determination to the Designated Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) subject if such registration involves an underwritten offering, all Holders requesting to Section 5.5(b) and Section 5.5(c), include be included in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Company’s registration must sell their Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by to the Stockholder received underwriters selected by the Company within three (3) days of receipt of on the same terms and conditions as apply to the Company, with such notice from the Company (or two (2) days differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 4.1 involves an underwritten umarketed block trade)offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. Such Piggyback Requests Nothing in this Section 4.1 shall specify limit the number right of any Holder to request the registration of the Registrable Securities requested to be disposed issuable upon conversion of the Subject Shares held by such Holder notwithstanding the Stockholderfact that at the time of the request such Holder holds Preferred Stock and not Registrable Securities. The registration rights provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the demand of any Investor Stockholder in accordance with Section 4.2.

Piggyback Registrations. (a) If at any time after the 16-month anniversary of the Closing, the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale by the Company under the Securities Act any of its equity securities either for its own account or the account of a security holder or holders, (other than a registration pursuant to Section 5.1, a registration relating solely to any employee on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, or any successor or similar forms), or any shares pursuant to a Demand Registration under Section 2.2, in a manner that would permit registration relating of Registrable Securities for sale to the offer and sale of securities of public under the Securities Act, the Company will each such time promptly give written notice to all Shareholders who beneficially own any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders’ rights under this Section 2 (the “Piggyback Notice”). The Company will use its commercially reasonable efforts to include, and to cause the underwriter or underwriters to include, if underwriters are involved, in the proposed offering, on the same class terms and conditions as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger the securities of the Company or any of its Subsidiaries with any other businessShareholders included in such offering, all Registrable Securities that the Company has been requested in writing, within fifteen (15) or acquisition of another businesscalendar days after the Piggyback Notice is given, any to register by the holders thereof (each such registration relating solely pursuant to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (this Section 2.1, a “Piggyback Registration”); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities (i) as soon as reasonably practicable but or, in no event less than five (5) Business Days prior to the initial filing case of a registration statement or preliminary prospectus supplementDemand Registration, as where Xxxxxxxxx so determines), the Company may, at its election (or, in the case may beof a Demand Registration, where Xxxxxxxxx so determines, the Company shall), give written notice of such determination to all Shareholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder abandoned registration, and (ii) subject in case of a determination by the Company to Section 5.5(b) and Section 5.5(cdelay registration of its equity securities (or, in the case of a Demand Registration, if Xxxxxxxxx so determines), include the Company shall be permitted to (or, in such Piggyback the case of a Demand Registration and in any underwriting involved therein (whether prior to or following where Xxxxxxxxx, so determines, the expiration of Company shall) delay the Lock-Up Period) all registration of such Registrable Securities for the same period as are specified the delay in a written request or requests registering such other equity securities (“Piggyback Requests”provided that clauses (i) made by the Stockholder received by and (ii) shall not relieve the Company within three (3) days of receipt its obligations under Section 2.2). In the case of such notice from any registration of Registrable Securities in an underwritten offering pursuant to this Section 2.1, all Shareholders proposing to distribute their securities pursuant to this Section 2.1 shall, at the request of the Company (or, in the case of a Demand Registration, at the request of Xxxxxxxxx), enter into an agreement in customary form with the underwriter or two (2) days with respect underwriters. Notwithstanding the foregoing, the Company shall not be obligated to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number effect registration of Registrable Securities for which Piggyback Registration is requested by a Shareholder if, at the time of such request, all such Registrable Securities are eligible for sale to be disposed of the public by the Stockholderrequesting Shareholder without registration under Rule 144 under the Securities Act, with such sale not being limited by either the timing or volume restrictions thereunder.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering proposes or is required (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Section 2.1 or otherwise) to an effective shelf registration statement) or register for sale any of its equity securities either for its own account or for the account of a security holder or holders, any other shareholder under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to any employee registrations on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement Form S-8 or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”successor forms thereto), the Company shall give written notice (ithe “Piggyback Notice”) as soon as reasonably practicable but in no event less of its intention to do so (1) to each of the Holders of record of Registrable Securities (other than five individuals), at least ten (510) Business Days prior to the initial filing of a any registration statement or preliminary prospectus supplement, as under the case may be, in connection with such Piggyback Registration (or less than two Securities Act and (2) days to each Holder of Registrable Securities that is an individual, no more than ten (10) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least ten (10) Business Days prior to the date filing of such registration statement). Notwithstanding the commencement foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such offering if Holder, made within ten (10) Business Days following the receipt of any such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and Notice (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written which request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event an Investor Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, (1) the Additional Investors shall have no right to notice of or to participate in such Underwritten Block Trade following the Restricted Period and (2) any other Holder who does not constitute an Investor Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the The Company shall notify Microsoft in writing at least thirty (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to filing any registration statement under the date Securities Act for purposes of effecting a public offering of securities of the commencement Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, and registration statements relating to any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice registration under Section 1.2 or Section 1.4 of its intention this Agreement, but excluding registration statements relating to effect such sale any employee benefit plan or registration to a transaction under Rule 145 of the Stockholder and (ii) subject to Section 5.5(bSecurities Act) and Section 5.5(c), will afford Microsoft an opportunity to include in such Piggyback Registration and registration statement all or any part of the Registrable Securities then held by Microsoft. If Microsoft desires to include in any underwriting involved therein such registration statement all or any part of its Registrable Securities, Microsoft shall, within twenty (whether prior to or following the expiration 20) days after receipt of the Lockabove-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such described notice from the Company, so notify the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests in writing, and in such notice shall specify inform the Company of the number of Registrable Securities requested Microsoft wishes to include in such registration statement. If Microsoft decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Microsoft 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. An election by Microsoft to include Registrable Securities in any registration statement pursuant to this Section 1.3 shall not under any circumstances constitute a request for registration by Microsoft under Section 1.2 hereof. If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, then the Company shall so advise Microsoft. In such event, the right of Microsoft to be disposed included in a registration pursuant to this Section 1.3 shall be conditioned upon Microsoft's participation in such underwriting and the inclusion of Microsoft's Registrable Securities in the underwriting to the extent provided herein. If Microsoft proposes to distribute its Registrable Securities through such underwriting, Microsoft shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to Microsoft and to other holders of securities of the Company with piggyback registration rights on a pro rata basis based on the total number of registrable securities then held by Microsoft and such other holders, and third, to each of the Stockholderdirectors, officers, employees, consultants, contractors, advisors and vendors requesting inclusion of their shares of Common Stock or Preferred Stock (as applicable) in such registration statement on a pro rata basis based on the total number of shares of Common Stock or Preferred Stock (as applicable) then held by each such party. If Microsoft disapproves of the terms of any such underwriting, Microsoft may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (including----------------------- register under the Securities Act any shares of Common Stock or any security convertible into or exchangeable or exercisable for shares of Common Stock, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) whether or register not for sale any of its securities either for its own account account, on a form and in a manner which would permit registration of shares of Common Stock held by a Stockholder or PAC Affiliate for sale to the account of a security holder or holders, public under the Securities Act other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to in an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)initial public offering, the Company shall give written notice of the proposed registration to each Stockholder and PAC Affiliate not later than thirty (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to the date filing thereof. Each Stockholder and each PAC Affiliate shall have the right to request that all or any part of his or its Common Stock be included in such registration. Each Stockholder and each PAC Affiliate can make such a request by giving written notice to the Company within ten (10) business days after the giving of such notice by the Company (any Stockholder or PAC Affiliate giving the Company a notice requesting that shares of Common Stock owned by it be included in such proposed registration being hereinafter referred to in this Section 5 as a "Registering Stockholder"); provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the commencement Company which the Company, all Registering Stockholders and all other stockholders of the Company entitled to register securities in connection with any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade("Other Registering Stockholders") give written notice of its intention propose to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following registration statement exceeds the expiration maximum amount of securities that may be sold without having a material adverse effect on the success of the Lock-Up Period) all offering, including, without limitation, the selling price and other terms of such Registrable Securities as are specified offering, the Company will include in a written request such registration, first, the securities which the Company proposes to sell and, second, the shares of Common Stock of such Registering Stockholders and the shares of Common Stock to be sold for the account of Other Registering Stockholders, pro rata among all such Registering Stockholders and such Other Registering Stockholders, taken together, on the basis of the relative number of shares of Common Stock owned by all Registering Stockholders and such Other Registering Stockholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Registering Stockholders in such registration of all Registering Stockholders if such underwriters eliminate entirely the participation in such registration of all such Other Registering Stockholders). Shares of Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Registering Stockholder shall be sold to the prospective underwriters selected or requests (“Piggyback Requests”) made by the Stockholder received approved by the Company within three (3) days and on the terms and subject to the conditions of receipt one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Registering Stockholder who holds shares being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such notice from underwriting agreement. The Company may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the Company (offering of securities, without obligation or two (2) days with respect liability to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the any Registering Stockholder.

Piggyback Registrations. (a) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company determines shall determine to publicly sell in an underwritten offering (including, for prepare and file with the avoidance of doubt, Commission a “take-down” pursuant to a prospectus supplement registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holdersothers under the Securities Act of any of its equity securities, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration S-3 with respect to an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act or on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to the offer and sale of equity securities to be issued solely in connection with any acquisition of any class entity or business or equity securities issuable in connection with stock option or other than employee benefit plans, then the Company shall send to each Purchaser not then eligible to sell all of their Registrable Securities even if without restriction or limitation under Rule 144 (including, without limitation, requirement to be in compliance with Rule 144(c)(1)), written notice of such securities are convertible or exchangeable into securities determination and if, within ten days after receipt of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another businesssuch notice, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)such Purchaser shall so request in writing, the Company shall (i) as soon as reasonably practicable but include in no event less than five (5) Business Days prior to the initial filing of a such registration statement all or preliminary prospectus supplementany part of such Registrable Securities such Purchaser requests to be registered. Notwithstanding the foregoing, as in the case may beevent that, 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 Piggyback 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 (or less than two (2) days prior to the date Statement only such limited portion of the commencement Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of any which are not contractually entitled to inclusion of such offering if securities in such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention Statement or are not contractually entitled to effect such sale or registration to pro rata inclusion with the Stockholder Registrable Securities and (ii) subject after giving effect to Section 5.5(b) the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities and Section 5.5(c), include the holders of other securities having the contractual right to inclusion of their securities in such Piggyback Registration and Statement by reason of demand registration rights, in any underwriting involved therein (whether prior proportion to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested or other securities, as applicable, sought to be disposed of included by each such Purchaser or other holder. If an offering in connection with which a Purchaser is entitled to registration under this Section 5.6 is an underwritten offering, then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the StockholderCompany, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-back registration has been provided in this Section 5.6, any Event Payments payable to a Purchaser whose Shares and Warrant Shares are included in such registration statement shall terminate.

Piggyback Registrations. (a) If If, other than pursuant to Section 5.01, the Company determines proposes or is required to publicly sell in an underwritten offering (including, for file a registration statement under the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Securities Act with respect to an effective shelf registration statement) offering of preferred stock of the Company, whether or register not for sale any of its securities either for its own account or the account of a security holder or holders, (other than a registration pursuant to Section 5.1statement (i) on Form X-0, a registration relating Xxxx X-0 or any successor forms thereto or (ii) filed solely to in connection with any employee benefit or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8dividend reinvestment plan), a registration relating then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer and sale the Holders the opportunity to include in such registration statement the number of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales they may request (a “Piggyback Registration”). Subject to Section 5.02(b) hereof, the Company shall (i) as soon as reasonably practicable but include in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with each such Piggyback Registration (all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the Holders. The Holders shall be permitted to withdraw all or less than part of the Registrable Securities from a Piggyback Registration at any time at least two (2) business days prior to the effective date of the commencement of any such offering if registration statement relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the registration statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. If the Company shall determine for any reason not to proceed with the registration that is conducted as an underwritten unmarketed block trade) the subject of the Piggyback Notice, the Company shall give written notice to the Holders and thereupon shall be relieved of its intention obligation to effect such sale or registration to register any Registrable Securities in connection with the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior relating to or following the expiration such registration, but shall not be relieved of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days its obligation hereunder for registration expenses with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholdersuch registration.

Piggyback Registrations. (a) If at any time or times after the date hereof, the Company determines shall determine to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its Common Stock or equity securities either convertible into or exchangeable for its own account Common Stock under the Securities Act, whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering thereof by stockholders (a "secondary offering"), or the account of a security holder or holders, other than both (but not in connection with a registration pursuant to Section 5.1, a registration relating effected solely to any implement an employee or director equity or equity-based incentive or compensation benefit plan or arrangement a transaction to which Rule 145 or any other similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities rule of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of Commission under the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Securities Act is applicable), the Company will promptly give written notice thereof to the holders of Registrable Securities and Founder Shares then outstanding, and will use its best efforts to effect the registration under the Securities Act of all Registrable Securities and Founder Shares which the Holders may request in a writing delivered to the Company within fifteen (15) days after the notice given by the Company; PROVIDED, HOWEVER, that in the event that any registration pursuant to this Section 2.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities and Founder Shares to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the number of shares of Registrable Securities and Founder Shares owned by such Holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, PROVIDED, HOWEVER, that in no event may less than one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Securities and Founder Shares, and PROVIDED, FURTHER, that, prior to any such reduction, the Company shall first exclude from such registration, in the following order, all shares of Common Stock sought to be included therein by (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any holder thereof not having any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or contractual, incidental registration to the Stockholder rights, and (ii) subject any holder thereof having contractual, incidental registration rights subordinate and junior to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration rights of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number Holders of Registrable Securities requested to be disposed of by the Stockholderand Founder Shares.

Piggyback Registrations. (a) If at any time or times the Company determines shall determine to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its Common Stock or securities either convertible into or exchangeable for its own account Common Stock under the Securities Act, whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering thereof by shareholders (a "secondary offering"), or the account of a security holder or holders, other than both (but not in connection with a registration pursuant to Section 5.1, a registration relating effected solely to any implement an employee or director equity or equity-based incentive or compensation benefit plan or arrangement a transaction to which Rule 145 or any other similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities role of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of Commission under the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Securities Act is applicable), the Company will promptly give written notice thereof to the holders (the "Holders") of Registrable Securities and Founder Shares then outstanding, and will use its best efforts to effect the registration under the Securities Act of all Registrable Securities and Founder Shares which the Holders may request in a writing delivered to the Company within fifteen (15) days after the notice given by the Company; provided, however, that the number of shares of ----------------- Registrable Securities and Founder Shares to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the number of shares of Registrable Securities and Founder Shares owned by all such Holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, that the Company shall -------- first exclude from such registration, in the following order, all shares of Common Stock sought to be included therein by (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any holder thereof not having any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or contractual, registration to the Stockholder rights, and (ii) subject any holder thereof having contractual, registration rights subordinate and junior to Section 5.5(bthe rights of the Holders of Registrable Securities or Founder Shares, provided further, that in no event shall the Registrable Securities and the Founder Shares be reduced to less than thirty percent (30%) and Section 5.5(c), include in such Piggyback Registration and of the of the aggregate shares to be offered in any underwriting involved therein (whether prior to or following the expiration such offering. For purposes of the Lock-Up Period) all preceding parenthetical concerning pro rata apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders of such Registrable Securities as are specified in Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days single selling Holder, and any pro rata reduction with respect to an underwritten umarketed block trade). Such Piggyback Requests such selling Holder shall specify be based upon the number aggregate amount of Registrable Securities requested to be disposed of owned by the Stockholderall such related entities and individuals.

Piggyback Registrations. (a) If at any time after 180 days from the date of this Agreement the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, file a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) statement covering proposed sales by it or register for sale any of its securities either shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for its own account or sale to the account of a security holder or holders, public (other than a registration statement (i) covering only shares issuable upon (a) the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, or (b) the exercise of a convertible security, or (ii) under a Registration Statement filed on Form S-4 or S-8 or any similar form under the Act or (iii) pursuant to Section 5.12, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”below), the Company will give prompt notice to Holder of the proposed registration (which notice shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to describe the initial proposed filing of a registration statement or preliminary prospectus supplementdate, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of by which the commencement registration rights granted pursuant to this Section 1 must be exercised, and the nature and method of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder disposition of securities, and (ii) subject to Section 5.5(b) and Section 5.5(c), shall include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration a listing of the Lock-Up Period) all jurisdictions, if any, in which the Company proposes to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such Registrable Securities as are specified in a written jurisdictions). At the request or requests of Holder given within thirty (“Piggyback Requests”30) made by calendar days after the Stockholder received by the Company within three (3) days of receipt of such notice from the Company by Holder (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify the number of shares Holder requests to be included in such registration), the Company will use its best efforts to cause all shares as to which registration has been requested by Holder to be included in such registration statement for sale or disposition in accordance with the method described in the initial notice given to Holder and subject to the same terms and conditions as the other shares of capital stock being sold, and thereafter shall cause such registration statement to be filed and become effective; provided, however, that the Company shall be permitted to (A) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to Holder shall be relieved of all of its obligations under this Section 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the offering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall be excluded pro rata based on the total number of shares of capital stock being sold by all selling security holders (other than the Company). The Holders of Registrable Securities requested may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of the Piggyback Registration. A registration of Registrable Securities pursuant to this Section 1 shall not be disposed of by the Stockholder.counted as a Demand Registration as defined under Section 2

Piggyback Registrations. (a) If the Company determines proposes or is required to publicly sell in an underwritten offering register any of its equity securities (including, which for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statementdoubt includes ADRs for all purposes of this Agreement) or register for sale any of its securities either for its own account or for the account of a security holder or holders, any other shareholder under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to any employee registrations on Form F-4 (or director equity Form S-4) or equity-based incentive or compensation plan or arrangement Form S-8 or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely successor forms thereto) (including pursuant to a corporate reorganization (including Demand Registration Request by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Holder), the Company shall give written notice (ithe “Piggyback Notice”) as soon as reasonably practicable but in no event less than of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the initial filing of a any registration statement or preliminary prospectus supplementunder the Securities Act. Upon the written request through the applicable Primary Holder, as the case may be, in connection with such Piggyback Registration made within five (or less than two (25) days prior to following the date of the commencement receipt of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and Notice (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written which request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by the Stockholderapplicable Participating Holder), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) If If, at any time prior to the expiration of a Registration Period, a Registration Statement is not effective with respect to all of the Registrable Securities and the Company determines decides to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or for the account of a security holder or holdersothers, other than a then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement all or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale part of securities of any class other than the Registrable Securities even if requested by such Investors to be included therein (excluding any Registrable Securities previously included in a Registration Statement). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities are convertible to be issued solely in connection with an acquisition of any entity or exchangeable into business or equity securities issuable in connection with stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the same class as Registrable Securitiesabove-described written notice. In that event, or a registration relating solely to a corporate reorganization (including by way of merger if the managing underwriter(s) of the public offering impose a limitation (which may be a complete exclusion) on the number of shares of Common Stock that may be included in a Registration Statement because, in such underwriter(s)’ judgment, such limitation would be necessary to effect an orderly public distribution or reduce the number of securities which could be sold by the Company, then the Company or any will be obligated to include only such limited portion, if any, of its Subsidiaries the Registrable Securities with any other business) or acquisition respect to which such Investors have requested inclusion hereunder. Any exclusion of another business, any registration relating solely to an exchange Registrable Securities will be made pro rata among all holders of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company shall (i) as soon as reasonably practicable but will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in no event less than five (5) Business Days prior such Registration Statement or are not entitled pro rata inclusion with the Registrable Securities. If any Investor or other person does not agree to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all terms of such Registrable Securities as are specified in a underwriting or otherwise fails to comply with the terms of this Agreement, such Investor or other person shall be excluded therefrom upon written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade)underwriter. Such Piggyback Requests shall specify the number of Any Registrable Securities requested to or other securities excluded or withdrawn from such underwriting shall be disposed of by the Stockholderwithdrawn from such registration.

Piggyback Registrations. If Parent at any time proposes to register under the Securities Act any Shares or any security convertible into or exchangeable or exercisable for Shares (aother than (i) If any securities to be registered on Form S-8 and (ii) any securities to be registered in connection with the Company determines to publicly sell in an underwritten offering (includingMerger), for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) whether or register not for sale any of its securities either for its own account or the account of a security holder or holders, and other than a registration pursuant to Section 5.1a Demand Registration, on a form and in a manner which would permit registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating of the Registrable Shares held by the Stockholders for sale to the offer and sale of securities of any class other than public under the Registrable Securities even if such securities are convertible or exchangeable into securities Act, Parent will give written notice of the same class as Registrable Securities, or a proposed registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less Stockholders not later than two (2) 30 days prior to the date filing thereof. Each Stockholder will have the right to request that all or any part of its Registrable Shares be included in such registration. Each Stockholder can make such a request by giving written notice to Parent within ten Business Days after the commencement giving of any such notice by Parent; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice determine that the aggregate amount of its intention securities of Parent which Parent and all Stockholders propose to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following Statement exceeds the expiration maximum amount of securities that may be sold without having an adverse effect on the success of the Lock-Up Period) all offering, including the selling price and other terms of such offering, Parent will include in such registration, first, the securities which Parent proposes to sell, second, the Registrable Securities as are specified in a written request or requests Shares of the Stockholders and any C Holders requesting registration, pro rata among all such Stockholders and C Holders on the basis of the relative percentage of Registrable Shares requested to be registered by all Stockholders and C Holders who have requested that securities owned by them be so included (“Piggyback Requests”) made by it being further agreed and understood, however, that such underwriters will have the Stockholder received by right to eliminate entirely the Company within three (3) days participation of receipt the Stockholders and the C Holders), and third, the comparable securities of any additional holders of Parent's securities, pro rata among all such holders on the basis of the relative percentage of such notice from the Company (or two (2) days with respect securities held by each of them. Registrable Shares proposed to be registered and sold pursuant to an underwritten umarketed block trade)offering for the account of any Stockholder pursuant to this Section 3(b) will be sold to the prospective underwriters selected or approved by Parent, after consultation with the Stockholders, and on the terms and subject to the conditions of one or more underwriting agreements negotiated between Parent and the prospective underwriters. Such Piggyback Requests shall specify Any Stockholder who holds Registrable Shares being registered in any offering will have the number right to receive a copy of Registrable Securities requested the form of underwriting agreement and will have an opportunity to be disposed hold discussions with the lead underwriter of by the terms of such underwriting agreement. Parent may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Stockholder.

Piggyback Registrations. (a) If at any time the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale by the Company under the Securities Act any of its securities either for its own account or the account of a security holder or holders, Ordinary Shares (other than a registration pursuant to Section 5.1, a registration relating solely to any employee on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, or any successor or similar forms) in a manner that would permit registration relating of Registrable Securities for sale to the offer and sale of securities of public under the Securities Act, the Company shall promptly give written notice to the Shareholders that beneficially own any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of its intention to do so, of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger form of the SEC that has been selected by the Company and of such holders’ rights under this Section 4.1 (the “Piggyback Notice”). Subject to Section 4.1.4, the Company shall use its reasonable best efforts to include, and to cause the underwriter or any of its Subsidiaries with underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Ordinary Shares proposed to be sold by the Company, the Shareholders or FPC Affiliate Transferees and any other business) or acquisition of another businessshareholder in such offering, any all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration relating solely pursuant to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (this Section 4.1.1, a “Piggyback Registration”); provided, however, that (a) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior determine for any reason not to register such Ordinary Shares, the initial filing Company may, at its election, give written notice of a registration statement or preliminary prospectus supplementsuch determination to all Shareholders who beneficially own any Registrable Securities and, as the case may bethereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration abandoned registration, and (or less than two (2b) days prior in case of a determination by the Company to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice delay registration of its intention Ordinary Shares the Company shall be permitted to effect such sale or delay the registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities for the same period as are specified the delay in a written request or requests (“Piggyback Requests”) made by registering such other Ordinary Shares. In the Stockholder received by the Company within three (3) days case of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number any registration of Registrable Securities requested in an underwritten offering pursuant to be disposed this Section 4.1.1, all Shareholders proposing to distribute their securities pursuant to this Section 4.1.1 shall, at the request of the Company, enter into an agreement in customary form with the underwriter or underwriters selected by the StockholderCompany.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (includingfile a registration statement with respect to its Common Stock, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either whether for its own account or for the account of an Other Holder or Other Holders that have requested such registration (a security holder or holders"Requesting Securityholder"), other than a registration statement or Form S-4 or S-8 (or any successor or substantially similar form) and other than in connection with an employee compensation plan, or securities issued pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesplan, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another businessdividend reinvestment plan, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), then the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the each case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration proposed filing to the Stockholder Stockholders at least twenty (20) days before the anticipated filing date of any such registration statement by the Company, and (ii) subject such notice shall offer to Section 5.5(b) and Section 5.5(c), include the Stockholders the opportunity to have any or all of the Registrable Securities held by the Stockholders included in such Piggyback Registration and in registration statement. If any underwriting involved therein (whether prior Stockholder desires to or following the expiration of the Lock-Up Period) all of such have its Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by registered under this Section 4, it shall so advise the Company in writing within three ten (310) days after the date of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify set forth the number of Registrable Securities for which registration is requested), and the Company shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be disposed included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company that the total number of shares of Common Stock which the Stockholders, the Company and any other Persons intended to be included in such proposed public offering is sufficiently large to materially and adversely affect the success of such proposed public offering, then the number of shares of Common Stock to be included in such registration statement for the accounts of the Stockholders and the Other Holders shall be reduced pro rata, based upon the aggregate number of securities to be offered for the accounts of the Stockholders and all Other Holders (except the Company and the Requesting Securityholder) intended to be included in such offering, to the extent necessary to reduce the total number of securities to be included in such proposed public offering to the number recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced. Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a Registration Statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without any liability or obligation to any Stockholder.

Piggyback Registrations. (a) If the Company determines proposes to publicly sell register under the Securities Act any securities of the Company, whether or not for sale for its own account, on a form and in an underwritten offering a manner which would permit registration of the Restricted Shares held by Holder for sale to the public under the Securities Act, the Company shall give written notice of the proposed registration to Holder not later than thirty (including, 30) days prior to the filing thereof (for the avoidance of doubt, a the “take-downpiggyback” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to rights set forth in this Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating 3.1 shall only apply to the offer and sale of securities of any class other than extent that the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities is in connection with a sale of the Company’s securities for cash solely for capital raising purposes, and not any other type of registration, including, without limitation, registrations relating to employee benefits plans or the issuance of the Company’s securities issued as consideration for acquisitions, business combinations, mergers or strategic alliances). Holder can make such a request by giving written notice to the Company within ten (10) Business Days after the receipt of the Company’s notice of the proposed registration; provided, however, that if the registration is an underwritten registration and the managing underwriter or underwriters thereof advise the Company that in its or their reasonable opinion the number of securities proposed to be sold in such registration exceeds the number that can be sold in such offering without having a material adverse effect on any registration form that does not permit secondary sales the success of the offering, including an impact on the selling price and other terms of such offering (a an “Piggyback RegistrationUnderwriter Cutback”), the Company shall (i) as soon as reasonably practicable but will include in no event less than five (5) Business Days prior to such registration only the initial filing number of a registration statement or preliminary prospectus supplement, as the case may besecurities that, in connection with the reasonable opinion of such Piggyback Registration (underwriter or less than two (2) days prior to underwriters can be sold without having a material adverse effect on the date success of the commencement offering (it being understood that the inclusion of any such offering if additional Restricted Shares may be determined in and of itself to have a material adverse effect on the offering), as follows: first, the securities which the Company proposes to sell; second, the Registrable Stock (as defined in the Stockholders Agreement) of the Investors, pro rata among all such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice Investors on the basis of its intention the relative percentage of Registrable Stock then held by all Investors who have requested that Registrable Stock owned by them be so included, in accordance with the terms of the Stockholders Agreement; third the Restricted Shares of all Holders, pro rata among all such Holders on the basis of the relative percentage of Restricted Shares then held by all Holders who have requested that Restricted Shares owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to effect such sale or registration to eliminate entirely the Stockholder and (ii) subject to Section 5.5(bparticipation of the Holders) and Section 5.5(c)fourth, include the comparable securities of any Persons holding the Company’s securities eligible to participate in such Piggyback Registration and in any underwriting involved therein (whether prior to or following offering, pro rata among all such Persons on the expiration basis of the Lock-Up Period) all relative percentage of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made securities then held by all such Persons who have requested that securities owned by them be so included. For purposes of any Underwriter Cutback pursuant to this Section 3.1, all Restricted Shares proposed to be sold by any Holder shall also include any Restricted Shares proposed to be sold by the Stockholder received by the Company within three (3) days of receipt partners or retired partners or Affiliates of such notice from Holder, or the Company (estates and family members of any such Holders or two (2) days such partners or retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Holders or such partners, retired partners, trusts or Affiliates, and such Holder and other Persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of Restricted Shares proposed to be sold by all entities and individuals included in such selling Holder, as defined in this sentence. Restricted Shares proposed to be registered and sold pursuant to an underwritten umarketed block trade)offering for the account of Holder shall be sold to the prospective underwriters, on the terms and subject to the conditions of one or more underwriting agreements negotiated between the holders of Restricted Shares to which such Registration Statement relates, the Company and the prospective underwriters. Such Piggyback Requests Any Holder who holds Restricted Shares being registered in any offering shall specify have the number right to receive a copy of Registrable Securities requested the form of underwriting agreement and shall have an opportunity to be disposed hold discussions with the lead underwriter of by the Stockholderterms of such underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Holder.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale at any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following time after the expiration of the Lock-Up Period, the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public and the form of registration statement to be used permits the registration of Registrable Securities, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than 30 days prior to the anticipated filing date or two Business Days in the case of an Overnight Underwritten Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of such its or his Registrable Securities as are specified in a written request such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or requests his Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days (or one Business Day in the case of an Overnight Underwritten Offering or similar “Piggyback Requestsbought deal”) made by after the Stockholder received by the Company within three (3) days of receipt date of such notice from the Company (or two (2) days with respect Company. Any Holder shall have the right to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal prior to the time of filing of such registration statement. Subject to Section 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities so requested to be disposed included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of by all other equity securities originally proposed to be registered. For the Stockholderavoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.

Piggyback Registrations. (a) If the Company determines Corporation proposes to publicly sell in an underwritten offering (includingfile a Registration Statement under the Securities Act and/or file a Prospectus with any of the Canadian Securities Administrators, for the avoidance of doubtas applicable, a “take-down” pursuant to a prospectus supplement with respect to an effective shelf registration statement) offering of equity securities, or register for sale any of its securities either or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of a security holder or holdersshareholders of the Corporation, including with respect to an initial public offering (other than a registration pursuant to Section 5.1Registration Statement (i) filed in connection with any employee share option or other benefit plan, or (ii) for a registration relating dividend reinvestment plan or a Registration Statement or Prospectus for a rights offering or an exchange offer or offering of securities solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8the Corporation’s then existing shareholders), a registration relating then the Corporation shall give written notice of such proposed filing to each Investor as soon as practicable but not less than ten (10) days before the offer anticipated filing date of such Registration Statement and/or Prospectus, which notice shall (A) describe the amount and sale type of securities to be included in such offering, the intended method(s) of any class other than distribution, including pricing, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to each Investor the opportunity to register the sale or qualify the distribution, as applicable, of such number of Registrable Securities even if as such securities are convertible or exchangeable into securities Investor may request in writing within five (5) days after receipt of the same class as Registrable Securities, or a such written notice (such registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”). The Corporation shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and/or cause to be qualified in the Company proposed distribution or sale pursuant to a Prospectus, as applicable, at its cost and expense and shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior use its commercially reasonable efforts to cause the initial filing managing underwriter or underwriters of a registration statement or preliminary prospectus supplementproposed underwritten offering to permit the Registrable Securities requested by each Investor pursuant to this Section 4.2 to be included in a Piggyback Registration and/or Prospectus, as applicable, on the case may besame terms and conditions as any similar securities of the Corporation included in such registration or Prospectus, as applicable, and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. For purposes of clarity, any registration effected pursuant to this Section 4.2 shall not be counted as a registration pursuant to a Demand Registration effected under Section 4.1 hereof. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Notwithstanding Section 4.2, in connection with such a Piggyback Registration (Registration, the managing underwriter or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in underwriters may impose a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify limitation on the number of Registrable Securities requested or on the number or kind of other securities which may be included in any such distribution because, in its or their reasonable judgment all of the Registrable Securities that the Corporation proposes to include in such distribution may not be sold in an orderly manner within a price range reasonably acceptable to the Corporation or marketing factors require the limitation of the number of securities which may be included in such distribution. The Corporation shall be required to include in such distribution the part of the Registrable Securities which is determined by such managing underwriters according to the following priority: (a) first, the securities offered by the Corporation on its own behalf; (b) second, if there are additional securities which may be underwritten within a price range reasonably acceptable to the Corporation, considering marketing factors, without leading to undue repercussions on the distribution of the securities offered after taking into account the inclusion of all the securities required under paragraph (a) above, the Registrable Securities which each Investor have required to be disposed included, pro rata among Investors based on the number of by the StockholderRegistrable Securities which each Investor owns or over which its exercises control.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (includingregister under the Securities Act any securities or any security convertible into or exchangeable or exercisable for Securities, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) whether or register not for sale any of its securities either for its own account or the account of a security holder or holders, and other than a registration pursuant to Section 5.1a Demand Registration, on a form and in a manner which would permit registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of held by a Shareholder for sale to the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of public under the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)Securities Act, the Company shall give written notice of the proposed registration to each Shareholder not later than thirty (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to the date filing thereof. Each Shareholder shall have the right to request that all or any part of its Registrable Securities be included in such registration. Each Shareholder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention Company which the Company and all Shareholders propose to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following Statement exceeds the expiration maximum amount of securities that may be sold without having a material adverse effect on the success of the Lock-Up Period) all offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities that the Company proposes to sell, second, the Registrable Securities as are specified in a written request of such Shareholders, pro rata among all such Shareholders on the basis of the relative percentage of Registrable Securities owned by all Shareholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Shareholders), and third, the comparable securities of any additional holders of the Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them. Registrable Securities proposed to be registered and sold pursuant to an underwritten offering for the account of any Shareholder shall be sold to the prospective underwriters selected or requests (“Piggyback Requests”) made by the Stockholder received approved by the Company within three (3) days and on the terms and subject to the conditions of receipt one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Shareholder who holds Registrable Securities being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such notice from underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the Company (offering of securities, without obligation or two (2) days with respect liability to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholderany Shareholder.

Piggyback Registrations. (a) If the Company determines If, at any time, Parent proposes or is required to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its Common Stock under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities either in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation, or (ii) a demand registration under Section 10.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account or the account of a security holder or holdersaccount, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company Parent shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give prompt written notice of its intention to effect such sale or registration do so to each of the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c)Holders of record of Registrable Securities. Upon the written request of any Holder, include in such Piggyback Registration and in any underwriting involved therein (whether prior to or made within 15 days following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of any such written notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), Parent shall use its best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the Common Stock which Parent at the time proposes to register) to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. No registration effected under this Section 10.2 shall relieve Parent of its obligations to effect demand registration. If, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register or to delay registration of such Common Stock, Parent may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 10.1, and (ii) in the case of a determination to delay such registration of its Common Stock, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 10.2 by giving written notice to Parent of its request to withdraw; provided, however that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration 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 registration as to which such withdrawal was made.

Piggyback Registrations. (a) If Each time the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its equity securities either (other than pursuant to an Excluded Registration) under the Securities Act for its own sale to the public (whether for the account of the Company or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange securityholder of the Company’s own securities or a ) and the form of registration on any statement to be used permits the registration form that does not permit secondary sales (a “Piggyback Registration”)of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Shares (i) as soon as reasonably practicable but in no event which notice shall be given not less than five (5) 15 Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering Company’s registration statement, or if such Piggyback Registration notice period is conducted as an underwritten unmarketed block trade) give not practicable under the circumstances, the Company shall use reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances), which notice shall offer each such Holder the opportunity to include any or all of its intention to effect or his Registrable Shares in such sale or registration statement, subject to the Stockholder and (ii) subject to limitations contained in Section 5.5(b2.2(b) and Section 5.5(c)2.2(c) hereof; provided, include however, that if a Holder requests the inclusion of Registrable Shares that are Non-Voting Common Stock (“Non-Voting Registrable Shares”) in any such registration of an underwritten offering, such Non-Voting Registrable Shares will not be included in the registration in the event that the managing underwriter advises the Company in its reasonable opinion that inclusion of the Non-Voting Registrable Shares will have a Material Adverse Effect on such offering. Each Holder who desires to have its or his Registrable Shares included in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within three (3) days of receipt 10 Business Days after the date of such notice from the Company (or two (2) days with respect to an underwritten umarketed block tradesuch shorter period if the Company provides less than 15 Business Days notice as described in the parenthetical above). Such Piggyback Requests Any Holder shall specify have the number right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal prior to the effectiveness of such registration statement. Subject to Section 2.2(b) and Section 2.2(c) below, the Company shall include in such registration statement all such Registrable Shares so requested to be disposed included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of by all other equity securities originally proposed to be registered. The Holder's right to participate in any piggyback registration shall be conditioned on the StockholderHolder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof.

Piggyback Registrations. (a) If the The Company determines to publicly sell in an underwritten offering (including, for the avoidance shall notify all Holders of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization in writing at least thirty (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to the date filing of any registration statement under the Securities Act for purposes of a public offering of securities of the commencement Company (including, but not limited to, registration statements relating to secondary offerings of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice securities of its intention to effect such sale or the Company, but excluding registration to the Stockholder and (ii) subject statements pursuant to Section 5.5(b2.5 below or relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and Section 5.5(c), will afford each such Holder an opportunity to include in such Piggyback Registration and in any underwriting involved therein (whether prior to registration statement all or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified held by such Holder. 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 Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a written request or requests (“Piggyback Requests”) made Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Stockholder received 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 within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade)offerings of its securities, all upon the terms and conditions set forth herein. Such Piggyback Requests shall specify Notwithstanding any provision herein to the number contrary, one hundred percent (100%) of the New Registrable Securities requested to held by each Holder of New Registrable Securities, and each such Holder's permitted transferees or assignees, shall not be disposed included in the Registrable Securities for the purposes of this Section 2.3 until the date six (6) months from the date hereof and thereafter fifty percent (50%) of the New Registrable Securities held by the Stockholder.each Holder of New Registrable

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering proposes or is required (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement Section 2.1 or otherwise) to an effective shelf registration statement) or register for sale any of its equity securities either for its own account or for the account of a security holder or holders, any other shareholder under the Securities Act (other than a registration pursuant to Section 5.1, a registration relating solely to any employee registrations on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement Form S-8 or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”successor forms thereto), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give prompt written notice of its intention to effect such sale or registration do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at least five (5) business days prior to the Stockholder filing of any registration statement under the Securities Act and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) to each Holder of Registrable Securities that is an individual, no more than five (5) business days with respect after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) business days prior to an underwritten umarketed block tradethe filing of such registration statement). Such Piggyback Requests Upon the written request of any such Holder, made within ten (10) days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act along with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered prior to the printing of a preliminary prospectus for distribution to potential investors, but including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. If (ax) If at any time after the occurrence of an IPO or (y) in an IPO if FPC and/or its Affiliates are permitted to register any of their Registrable Securities, the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale by the Company under the Securities Act any of its equity securities either for its own account or the account of a security holder or holders, (other than a registration pursuant to Section 5.1, a registration relating solely to any employee on Form S-4 or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, or any successor or similar forms), or any shares pursuant to a Demand Registration under Section 3.1.2, in a manner that would permit registration relating of Registrable Securities for sale to the offer public under the Securities Act and sale of securities of in an underwritten offering, the Company will each such time promptly give written notice to all Shareholders who beneficially own any class other than the Registrable Securities even if of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such securities are convertible holders' rights under this Section 3.1 (the "PIGGYBACK NOTICE"). The Company will use its reasonable best efforts to include, and to cause the underwriter or exchangeable into underwriters to include, in the proposed offering, on the same terms and conditions as the securities of the same class as Company included in such offering, all Registrable SecuritiesSecurities that the Company has been requested in writing, or within fifteen (15) calendar days after the Piggyback Notice is given, to register by the Shareholders thereof (each such registration pursuant to this Section 3.1.1, a registration relating solely "PIGGYBACK REGISTRATION"); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to a corporate reorganization (including by way of merger the effective date of the registration statement filed in connection with such registration, the Company or shall determine for any reason not to register such equity securities (or, in the case of a Demand Registration where the Initiating Holder (as defined below), so determines), the Company may, at its election (or, in the case of a Demand Registration, where the Initiating Holder so determines, the Company shall), give written notice of such determination to all Shareholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its Subsidiaries obligation to register any Registrable Securities in connection with any other businesssuch abandoned registration, and (ii) or acquisition in case of another businessa determination by the Company to delay registration of its equity securities (or, any registration relating solely to an exchange in the case of a Demand Registration, if the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Initiating Holder so determines), the Company shall be permitted to (or, in the case of a Demand Registration where the Initiating Holder, so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject shall not relieve the Company of its obligations under Section 3.1.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 5.5(b) and 3.1.1, all Shareholders proposing to distribute their securities pursuant to this Section 5.5(c3.1.1 shall, at the request of the Company (or, in the case of a Demand Registration, at the request of the Initiating Holder), include enter into an agreement in such customary form with the underwriter or underwriters. Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration and in any underwriting involved therein (whether prior to or following is requested by an Other Shareholder if, at the expiration time of the Lock-Up Period) such request, all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made eligible for sale to the public by the Stockholder received requesting Other Shareholder without registration under Rule 144 under the Securities Act, with such sale not being limited by either the Company within three (3) days of receipt of such notice from the Company (timing or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholdervolume restrictions thereunder.

Piggyback Registrations. (a) If the The Company determines to publicly sell in an underwritten offering (including, for the avoidance shall notify all Holders of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization in writing at least thirty (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to the date filing of any registration statement under the Securities Act for purposes of a public offering of securities of the commencement Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and to offerings of securities of the Company initiated by any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and corporate reorganizations or other transactions under Rule 145 of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(bSecurities Act) and Section 5.5(c), will afford each such Holder an opportunity to include in such Piggyback Registration and in any underwriting involved therein (whether prior to registration statement all or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified held by such Holder. 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 receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a written request or requests (“Piggyback Requests”) made Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Stockholder received 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 within three (3) days of receipt of such notice from the Company (or two (2) days with respect to offerings of its securities, all upon the terms and conditions set forth herein. If the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten umarketed block trade)offering, the Company shall so advise the Holders of Registrable Securities. Such Piggyback Requests In such event, the right of any such Holder to be included in a registration pursuant to this Section 3.2 shall specify be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company, (ii) second, to the Holders of the Company's Series A Stock, Series B Stock and Series C Stock on a pro rata basis based on the total number of Registrable Securities requested held by such Holders and (iii) third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be disposed included in the registration and underwriting. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by the Stockholder.Holders, without the written consent of Holders of a majority of the Registrable Securities proposed to be sold in the offering. The Company shall have the right to terminate or withdraw

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its equity securities either for its own account or (as defined in the account of a security holder or holdersAct), other than a registration pursuant to Section 5.1securities which are convertible into shares of Common Stock, a registration relating solely to under the Act on Forms X-0, X-0 or S-3 (but not Form S-4 or S-8) or on any employee or director equity or equity-based incentive or compensation plan or arrangement or any other form upon which may be registered securities similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if Warrant Shares, it will at each such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization time give written notice at least fifteen (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (215) days prior to the filing of the registration statement to the Warrantholder of its intention so to do. Such notice shall specify the proposed date of the commencement filing of the registration statement and advise each Warrantholder of its right to participate therein. Upon the written request of any Warrantholder given not less than seven (7) days prior to the proposed date of filing set forth in such offering if notice, the Company will use its best efforts to cause the Warrant Shares which the Company has been requested to register by such Piggyback Registration Warrantholder to be registered under the Act, all to the extent requisite to permit the sale or other disposition by such Warrantholder of the Warrant Shares so registered. If such registration statement is conducted as being filed in connection with an underwritten unmarketed block tradeoffering, the Warrant Shares held by the Warrantholder may only be included in such registration if, in the written opinion of the underwriter or underwriters managing the offering, the total amount of all securities of the Company to be so registered will not exceed the maximum amount of securities of the Company which can then be successfully marketed (1) give written notice of by the managing underwriter in its intention to effect such sale or registration to the Stockholder sole reasonable discretion, and (ii2) subject without otherwise materially and adversely affecting the entire offering. To the extent that the amount of securities to Section 5.5(b) and Section 5.5(c)be registered must be reduced in order to obtain the opinion referred to in the preceding sentence, include in such Piggyback Registration and in any underwriting involved therein (whether prior to reduction shall be achieved by first eliminating from the registration some or following the expiration all of the Lock-Up Periodsecurities to be offered by persons (including, but not limited to, any persons or entities that have any registration rights with respect to any securities) all of other than the Warrantholder, PROVIDED, HOWEVER, that no such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by reduction shall reduce the Stockholder received securities being offered directly by the Company within three (3) days through such underwriter or underwriters. The right of receipt of any Warrantholder to have its Warrant Shares included in any registration statement being filed in connection with any underwritten offering shall be subject to such notice from Warrantholder participating in the Company (underwriting to the extent required under the Act or two (2) days with respect any rule thereunder or to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested extent reasonably required by the underwriters and agreeing to be disposed of bound by the Stockholderterms imposed by the underwriters that such underwriters deem reasonably necessary to the success of the offering.

Piggyback Registrations. (ai) If the Company determines SFH at any time proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or under the account of a security holder or holders, 1933 Act (other than a registration on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 5.11(c)), a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating it will each such time give prompt written notice to the offer Stockholders of its intention to do so and sale of securities the Stockholder’s rights under this Section 1(d). Upon the written request of any class other than a Stockholder made within thirty (30) days after the receipt of the notice (which request shall specify the Registrable Securities even if such securities are convertible or exchangeable into securities Shares intended to be disposed of by the Stockholder and the intended method of disposition thereof), SFH will use its best efforts to effect the registration under the 1933 Act of all Registrable Shares which SFH has been so requested to register by the Stockholder, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the same class as Registrable SecuritiesShares so to be registered, or a by inclusion of such Registrable Shares in the registration relating solely to a corporate reorganization (including by way statement and, in the case of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)underwritten offering, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior underwriting which covers the securities which SFH proposes to the initial filing of a registration statement or preliminary prospectus supplementregister; provided, as the case may behowever, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of that if, at any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give time after giving written notice of its intention to effect register any securities and prior to the effective date of the registration statement filed in connection with such sale registration, SFH shall determine for any reason either not to register or to delay registration of such securities, SFH may, at its election, give written notice of such determination to the Stockholder and, upon the giving of such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but shall pay all expenses of registration in connection therewith) and (ii) subject in the case of a determination to delay registering, shall be permitted to delay registering such other securities. No registration effected under this Section 5.5(b1(d) and shall relieve SFH of its obligation to effect demand registrations under Section 5.5(c1(c), include in such Piggyback Registration and . The Stockholder’s participation in any underwriting involved therein (whether prior to or following the expiration such piggyback registration shall not require that he pay any portion of the Lock-Up Period) registration expenses incurred by SFH but such Stockholder shall pay the proportional amount of all state and federal registration and filing fees and underwriting discounts and commissions applicable to Registrable Shares sold by it and fees and disbursements of any legal counsel or accountants retained by such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholder.

Piggyback Registrations. Each time that the Company proposes to ----------------------- file a registration statement under the Securities Act with respect to an offering (in connection with either an offering of Common Stock by the Company or by its shareholders) on a form that would also permit the registration of the Restricted Stock, the Company will give written notice of such proposal to Xxxxxx; provided, however, that, if there is an effective registration statement covering the Restricted Stock, no such notice pursuant to this Section 5 shall --------- be required. Xxxxxx may, by written request given within ten business days after receipt of any such notice, require the Company to use its best efforts to cause all or part of the Restricted Stock to be included in such registration statement. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering advise the Company in writing that inclusion of the Restricted Stock would (a) If the Company determines make it impracticable to publicly sell in conduct an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable SecuritiesCommon Stock being registered at the price at which such Common Stock could be sold without such inclusion, or a registration relating solely to a corporate reorganization (including by way of merger b) materially and adversely interfere with the offering, then the number of the Company shares requested to be included in the registration by Xxxxxx may be reduced or any of its Subsidiaries with any other business) or acquisition of another businesseliminated; provided, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)that, the Company shall exclude first from such registration, in the following order, shares of Common Stock sought to be included therein by (i) as soon as reasonably practicable but in no event less than five any director, officer, or employee of the Company, (5ii) Business Days prior any holder of Common Stock not having contractual registration rights, and (iii) any holder having contractual registration rights that are subordinate to the initial filing holders of the Restricted Stock; provided, however, that with regard to any holder of registration rights on a parity with Xxxxxx'x, such holder's shares to be included in the registration statement or preliminary prospectus supplementshall be reduced with Xxxxxx'x pro rata in accordance with the number of shares desired to be included. In connection with any registration pursuant to this Section 5 covering an underwritten public offering, the Company and Xxxxxx agree to enter into a written agreement with a managing underwriter containing such provisions as are customary in the case securities business for such an arrangement between such underwriters and companies of the Company's size and investment stature. In connection with any such registration, Xxxxxx shall (a) provide such information and execute such documents as may be, be reasonably required in connection with such Piggyback Registration registration, (or less than two (2b) days prior agree to sell the date shares of Restricted Stock on the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and basis provided in any underwriting involved therein arrangements and (whether prior to or following c) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the expiration of the Lock-Up Period) all terms of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests underwriting arrangements, which arrangements shall specify the number of Registrable Securities requested to not be disposed of by the Stockholderinconsistent herewith.

Piggyback Registrations. (a) If the Company determines to publicly sell in an underwritten offering (including, for the avoidance For a period of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to years following the initial filing Effective Time of the Merger, the Buyer agrees that it shall notify each of the SNIH Stockholders who is a registration statement or preliminary prospectus supplement, as the case may be, holder of Registrable Securities (a “Holder”) in connection with such Piggyback Registration writing within ten (or less than two (210) calendar days prior to the anticipated filing date for any registration statement under the Securities Act for purposes of effecting an offering of securities of the commencement Buyer (including, but not limited to, registration statements relating to primary and secondary offerings of securities of the Buyer filed on Form S-1 or Form S-3 or any similar or successor form to such offering if forms, but excluding registration statements filed on Form S-8 and Form S-4 or any similar or successor form to such Piggyback Registration is conducted as an underwritten unmarketed block tradeforms or any other registration statements relating to (i) give written notice of its intention to effect such sale any employee benefit plan or registration to the Stockholder and (ii) subject to Section 5.5(ba corporate reorganization, merger or acquisition or (iii) non-convertible debt securities) and Section 5.5(c), will afford each such Holder an opportunity to include (“piggy back”) in such registration statement all or any part of the Registrable Securities then held by such Holder. Each such Holder desiring to include in any such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration part of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests held by such Holder shall, within five (“Piggyback Requests”5) made by the Stockholder received by the Company within three (3) calendar days of after receipt of such the above-described notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests Buyer, so notify the Buyer in writing, and in such notice shall specify inform the Buyer of the number of Registrable Securities requested such Holder wishes to include in such registration statement. Holders of Registrable Securities (i) agree to keep confidential the knowledge and information received from the Buyer, prior to actual notice to the public, of any securities registration statement to be disposed of filed by the StockholderBuyer as it will be considered material non-public information and, as such (ii) not to trade in the Registrable Securities of Buyer in any manner whatsoever and under any exemption from registration until such time as the registration statement is filed with the SEC and becomes effective. If a Holder decides not to include all of its Registrable Securities in any registration statement filed by the Buyer, 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 Buyer with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. Without limiting any obligation of the Company, if (ai) If there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company determines shall determine to publicly sell in an underwritten prepare and file with the Commission or the Canadian Securities Regulatory Authorities a registration statement, prospectus or offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, other than a registration others (including pursuant to Section 5.1, a registration relating solely to any employee Existing Registration Rights Agreement) under the Securities Act or director Applicable Canadian Securities Laws of any of its equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan linked securities (other than on Form S-8F-4 or S-4, a registration Form F-3D or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to the offer and sale of equity or equity-linked securities to be issued solely in connection with any acquisition of any class entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company's stock option or other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesemployee benefit plans), or a registration relating solely dividend reinvestment or similar plan or rights offering, then, subject to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”Section 2(f), the Company shall (i) as soon as reasonably practicable but in no event less than deliver to each Holder a written notice of such determination and, if within five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to after the date of the commencement delivery of such notice, any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to Holder shall so request in writing, the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), Company shall include in such Piggyback Registration and in registration statement, prospectus or offering statement all or any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified in a written request or that such Holder requests (“Piggyback Requests”) made by the Stockholder received by to be registered; provided, however, the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect shall not be required to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of register any Registrable Securities requested pursuant to be disposed this Section 2(e) that are the subject of by a then-effective Registration Statement or Canadian Prospectus. The Company may postpone or withdraw the Stockholderfiling or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Shares or securities that are convertible into its Common Shares that are senior to the rights of the Holders set forth in this Section 2(e).

Piggyback Registrations. (a) If The Company shall use its best ----------------------- efforts to notify all Holders of Registrable Securities in writing at least fifteen (15) days before filing any registration statement under the Act for purposes of effecting an underwritten public offering by the Company determines to publicly sell in an underwritten offering of equity securities of the Company (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf excluding registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration statements relating solely to any employee or director equity or equity-based incentive or compensation benefit plan or arrangement a corporate merger, acquisition, reorganization or other Rule 145 transaction, or any Form S-3 or similar employee or director compensation or benefit plan on Form S-8, a shelf registration statement relating to the non-underwritten offer and sale of securities for the account of any class persons or entities other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), will afford each such Holder an opportunity to include in such Piggyback Registration and registration statement all or any part of the Registrable Securities then held by such Holder. Any registration statement that is subject to the provisions of this Section 7.2 may, in the Company's discretion, include securities of selling stockholders other than Holders. Each Holder desiring to include in any underwriting involved therein (whether prior to such registration statement all or following the expiration any part of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests held by such Holder shall, within ten (“Piggyback Requests”) made by the Stockholder received by the Company within three (310) days after delivery of receipt of such the above-described notice from the Company, so notify the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests in writing, and in such notice shall specify inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement filed by the 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. The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be disposed registered on the basis of by a good faith determination that inclusion of such securities might adversely affect the Stockholdersuccess of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata (based on the number of Registrable Securities held) among all Holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. (a) If the Company determines at any time proposes to publicly sell in an underwritten offering (includingregister under the Securities Act any Shares or any security convertible into or exchangeable or exercisable for Shares, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) whether or register not for sale any of its securities either for its own account or the account of a security holder or holders, and other than a registration pursuant to Section 5.1a Demand Registration, on a form and in a manner which would permit registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, of the Registrable Shares held by a registration relating Stockholder for sale to the offer and sale of securities of any class other than public under the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)Act, the Company shall give written notice of the proposed registration to each Stockholder not later than thirty (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to the date filing thereof. Each Stockholder shall have the right to request that all or any part of its Registrable Shares be included in such registration. Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention Company which the Company and all Stockholders propose to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following Statement exceeds the expiration maximum amount of securities that may be sold without having a material adverse effect on the success of the Lock-Up Period) all offering, including, without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities which the Company proposes to sell, second, the Registrable Securities as are specified in a written request Shares of such Stockholders, pro rata among all such Stockholders on the basis of the relative percentage of Registrable Shares owned by all Stockholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Stockholders), and third, the comparable securities of any additional holders of the Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them. Registrable Shares proposed to be registered and sold pursuant to an underwritten offering for the account of any Stockholder shall be sold to the prospective underwriters selected or requests (“Piggyback Requests”) made by the Stockholder received approved by the Company within three (3) days and on the terms and subject to the conditions of receipt one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Stockholder who holds Registrable Shares being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such notice from underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the Company (offering of securities, without obligation or two (2) days with respect liability to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the any Stockholder.

Piggyback Registrations. (a) If at any time following the first anniversary of the date hereof, the Company determines shall determine to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities (other than pursuant to a demand registration in accordance with Paragraph 2 hereof), either for its own account or the account of a security holder or holders, other than in a registration statement covering the sale of Common Stock to the general public pursuant to Section 5.1, a registration relating solely an underwritten public offering (except with respect to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan registration filed on Form S-8, a registration relating to the offer and sale of securities of Xxxx X-0 xx any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”successor forms thereto), the Company shall will: (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior give to each Shareholder written notice thereof at least 15 days before the initial filing of a such registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder statement; and (ii) subject use its best efforts to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration registration (and any related qualification under blue sky laws) and in any underwriting involved therein (whether prior to or following all the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) requests, made by the Stockholder received by the Company within three (3) 10 days of after receipt of such written notice from the Company Company, except as set forth in subparagraph 3(b) below. 5 (b) The right of any Shareholder to registration pursuant to this Paragraph 3 shall be conditioned upon such Shareholder's participation in the underwriting, to the extent provided herein. All Shareholders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or two underwriters selected for such underwriting by the Company. If requested by the underwriter, the Shareholders will agree, for themselves and their affiliates, not to sell or offer to sell any shares of their Common Stock for a reasonable period of time (2not to exceed 180 days) days with respect to an underwritten umarketed block trade)after the effective date of the registration statement. Such Piggyback Requests shall specify Notwithstanding any other provision of this Paragraph 3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto and the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities (other than the securities the registration of which gave rise to the right of any Shareholder to include Registrable Securities in such registration), the number of shares of Registrable Securities requested to be disposed included in the registration which in the opinion of such underwriter can be sold, pro rata among all Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Shareholder at the Stockholdertime of filing the registration statement, with further proportional allocations among the Shareholders and if any such Shareholder has requested less than all such Registrable Securities it is entitled to register.

Piggyback Registrations. (a) If the The Company determines to publicly sell in an underwritten offering (including, for the avoidance shall notify all Holders of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization in writing at least fifteen (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (215) days prior to the date filing of any registration statement under the Securities Act for purposes of a public offering of securities of the commencement Company (including, but not limited to, registration statements relating to secondary offerings of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block tradesecurities of the Company, but excluding (i) give written notice registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of its intention to effect such sale or registration to the Stockholder and Securities Act; (ii) any registration statement filed pursuant to Section 3.1 (with respect to which the Holders rights to participate in such registered offering shall be governed by Section 3.1); and (iii) any registration statement relating to the Initial Public Offering unless Registrable Securities of BLUM xx its Affiliates are to be sold in an IPO) and, subject to Section 5.5(b) and Section 5.5(c3.13(a), will use its best efforts to afford each such Holder an opportunity to include in such Piggyback Registration and in any underwriting involved therein (whether prior to registration statement all or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified held by such Holder. 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 Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a written request or requests (“Piggyback Requests”) made Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Stockholder received 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 within three (3) days of receipt of such notice from the Company (or two (2) days with respect to offerings of its securities, all upon the terms and conditions set forth herein. If the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten umarketed block tradeoffering, the Company shall so advise the Holders of Registrable Securities as part of the written notice provided to the Holders pursuant to Section 3.2(a). Such Piggyback Requests In such event, the right of any such Holder to be included in a registration pursuant to this Section 3.2 shall specify be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) in an offering subject to this Section 3.2 because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of securities to be offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated, first, to the Company and second, to the Holders on a pro rata basis based on the total number of Registrable Securities requested held by the Holders. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be disposed included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the StockholderCompany in accordance with Section 3.3 hereof.

Piggyback Registrations. (aIf, at any time prior to the Effective Date of the Registration Statement filed pursuant to Section 1.1(a) If of this Agreement, the Company determines shall determine to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale with the SEC any of its Common Stock or securities either for convertible into, or exchangeable or exercisable for, shares of its own account or the account of a security holder or holders, Common Stock other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to for resale by the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales Investor (a “"Piggyback Registration”"), the Company shall give the Investor written notice thereof (ia "Notice of Piggyback Registration") as soon as reasonably practicable but in no event less than five (5) Business Days 30 calendar days prior to the initial filing of a registration statement relating to such Piggyback Registration, which notice shall include a description of (i) the intended method of distribution of such Common Stock and such other securities, (ii) the number of shares of Common Stock and such other securities the Company intends to register, and (iii) such other Persons who will or preliminary prospectus supplement, as have a right to participate in the case may be, in connection with such Piggyback Registration. Upon the written request of the Investor made within 20 days after receipt of a Notice of Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written which request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested intended to be disposed of by the Stockholder.Investor and the intended method of distribution thereof), the Company shall include in the registration statement relating to such Piggyback Registration all Registrable Securities that the Company has been so requested to register by the Investor. If the Piggyback Registration for which the Company gives a Notice of Piggyback Registration is a registered public offering involving an underwriting, and the underwriters selected by the Company advise the Company in writing that marketing factors require a limitation on the number of shares of Common Stock or other securities to be underwritten, the Company shall reduce the number of shares of Common Stock or other securities included in such registration (1) first, by reducing the number of shares of Common Stock or other securities to be registered for resale by all Persons other than the Investor, allocated among such Persons in accordance with the priorities

Piggyback Registrations. For a period beginning one (a1) If year after the date of this Agreement and continuing for a period of one (1) year thereafter if the Company determines proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, file a “take-down” pursuant registration statement on Form S-1 to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either Common Stock under the Securities Act for its own account or sale to the account public under the Securities Act, the Company shall give Bradx xxxice of such proposed registration at least 30 days prior to the filing of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating statement. At the written request of Bradx xxxivered to the offer and sale of securities of any class other than Company within 15 days after the Registrable Securities even if such securities are convertible or exchangeable into securities receipt of the same class as Registrable Securitiesnotice from the Company, or a which request shall state the number of Shares that Bradx xxxhes to sell publicly under the registration relating solely statement proposed to a corporate reorganization (including be filed by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of (the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”"Registration Shares"), the Company shall use its best efforts to include in any such registration under the Securities Act (and in any related registration, qualification or compliance under state blue sky laws) such Registration Shares, and to cause such registration (the "Piggyback Registration") to become and remain effective; provided, however, that (i) as soon as reasonably practicable but in no event less than five (5) Business Days the Company may, without the consent of Bradx, xxthdraw such registration statement prior to its becoming effective if the initial filing Company has abandoned its proposal to register its Common Stock; (ii) the Company may, without the consent of Bradx, xxlay the effectiveness of such registration statement if in the opinion of the Board of Directors such delay is in the best interests of the Company, and (iii) if a registration statement or preliminary prospectus supplementpursuant to this Section 2(a) involves an underwritten offering and the managing underwriter advises the Company that, in its written opinion to Bradx, xxe number of Registration Shares requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse affect on such offering as contemplated by the Company (including the price at which the Company proposes to sell such Common Stock), then the Company will include in such registration (x) first, all of the Common Stock to be sold by the Company and (y) second, to the extent of the number of Registration Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registration Shares which Bradx xxx all other holders of the Company's Common Stock who, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to of the date of the commencement this Agreement, have contractual rights of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities have requested to be disposed included in such registration, such amount to be allocated pro rata among all such requesting holders on the basis of the relative number of shares of Common Stock then held by each such holder, provided that any such shares thereby allocated to any such holder that exceeds such holder's request will be reallocated among the Stockholderremaining requesting holders in like manner.

Piggyback Registrations. (a) If at any time the Company determines shall determine to publicly sell in prepare and file with the SEC a registration statement relating to an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder others under the 1933 Act of any of its Ordinary Shares or holders, other securities convertible or exercisable into its Ordinary Shares (other than a registration pursuant on Form F-4 or Form S-8, each as promulgated under the 1933 Act, or their then equivalents relating to Section 5.1equity securities to be issued in connection with any acquisition of any entity or business, a registration relating solely to any employee exchange offer or director equity or equity-based incentive or compensation plan or arrangement merger, or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiestransaction, or a registration relating solely to a corporate reorganization (including by way of merger of the Company equity securities issuable in connection with stock option or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”employee benefit plans), then the Company shall (i) as soon as reasonably practicable but in no event less than send IC written notice of such determination and, if within five (5) Business Days prior after receipt of such notice IC shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Securities that IC requests to be so registered, provided that (A) if such registration involves an underwritten public offering, IC must sell its Registrable Securities to the initial filing of a registration statement or preliminary prospectus supplement, underwriters selected as provided in Section 5(l) on the case may be, in connection with such Piggyback Registration (or less than two (2) days prior same terms and conditions as apply to the date of the commencement of Company and (B) if, at any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written time, after giving notice of its intention to effect such sale or registration register any securities pursuant to this Section 3 and prior to the Stockholder effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to IC and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. However, if the managing underwriter determines in good faith in connection with an offering pursuant to this Section 3 that the number of Ordinary Shares intended to be included in such registration exceeds the largest number of Ordinary Shares that can be sold without having an adverse effect on such offering, including the price at which such Ordinary Shares can be sold, then the Company shall include in such registration only such largest number, with the Ordinary Shares to be sold to be (i) first, the Ordinary Shares held by the Company (or any other person who may be exercising a demand in such situation) and (ii) subject to Section 5.5(b) and Section 5.5(c)second, include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified held by IC up to the amount determined in a written request or requests (“Piggyback Requests”) made good faith by the Stockholder received by the Company within three (3) days of receipt of managing underwriter as would not have such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholdereffect.

Piggyback Registrations. (a) If If, at any time prior to the expiration of the Registration Period, the Company determines decides to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or for the account of a security holder or holdersothers, other than a then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement all or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale part of securities of any class other than the Registrable Securities even if requested by such Investors to be included therein (excluding any Registrable Securities previously included in a Registration Statement). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities are convertible to be issued solely in connection with an acquisition of any entity or exchangeable into business or equity securities issuable in connection with stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the same class as Registrable Securitiesabove-described written notice. In that event, or a registration relating solely to a corporate reorganization (including by way of merger if the managing underwriter(s) of the public offering impose a limitation (which may be a complete exclusion) on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation would be necessary to effect an orderly public distribution or reduce the number of securities which could be sold by the Company, then the Company or any will be obligated to include only such limited portion, if any, of its Subsidiaries the Registrable Securities with any other business) or acquisition respect to which such Investors have requested inclusion hereunder. Any exclusion of another business, any registration relating solely to an exchange Registrable Securities will be made pro rata among all holders of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company shall (i) as soon as reasonably practicable but will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in no event less than five (5) Business Days prior such Registration Statement or are not entitled pro rata inclusion with the Registrable Securities. If any Investor or other person does not agree to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all terms of such Registrable Securities as are specified in a underwriting or otherwise fails to comply with the terms of this Agreement, such Investor or other person shall be excluded therefrom upon written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade)underwriter. Such Piggyback Requests shall specify the number of Any Registrable Securities requested to or other securities excluded or withdrawn from such underwriting shall be disposed of by the Stockholderwithdrawn from such registration.

Piggyback Registrations. (a) If the The Company determines to publicly sell in an underwritten offering (including, for the avoidance shall notify all Holders of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization in writing at least thirty (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (230) days prior to the date filing of any registration statement under the Securities Act for purposes of a public offering of securities of the commencement Company (including, but not limited to, registration statements relating to initial or secondary offerings of securities of the Company and to offerings of securities of the Company initiated by any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and corporate reorganizations or other transactions under Rule 145 of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(bSecurities Act) and Section 5.5(c), will afford each such Holder an opportunity to include in such Piggyback Registration and in any underwriting involved therein (whether prior to registration statement all or following the expiration of the Lock-Up Period) all part of such Registrable Securities as are specified held by such Holder. 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 receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a written request or requests (“Piggyback Requests”) made Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Stockholder received 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 within three (3) days of receipt of such notice from the Company (or two (2) days with respect to offerings of its securities, all upon the terms and conditions set forth herein. If the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten umarketed block trade)offering, the Company shall so advise the Holders of Registrable Securities. Such Piggyback Requests In such event, the right of any such Holder to be included in a registration pursuant to this Section 3.2 shall specify be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company, up to fifty percent (50%) of the aggregate offering amount; (ii) second, to Founder, the Investor Holders, Xxxxxx, Nova Scotia and UA on an Adjusted Pro Rata (as defined below) basis; (iii) third, to Founder, the Investor Holders, Xxxxxx, Nova Scotia and UA on a pro rata basis based on the total number of Registrable Securities requested respectively held by the Founder, the Investor Holders, Xxxxxx, Nova Scotia and UA; (iv) fourth, to the Company, and (v) fifth, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be disposed included in the registration and underwriting below fifty percent (50%) of by the Stockholder.total amount of securities included in such registration, unless the Company elects to offer less than 50% of the total amount of securities included in such registration or (ii) reduce the amount of securities of the selling Holders included in the registration below fifty percent (50%) of the total amount of securities included in such registration, unless the Holders elect to offer less than 50% of the total amount of securities included in such registration or (iii) reduce the amount of securities of the Founder

Piggyback Registrations. (a) Right to include Registrable ------------------------- ---------------------------- Securities. If the Company determines at any time proposes to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its ---------- securities either under the Securities Act (other than by a registration on Form X-0, Xxxx X-0 or any successor or similar form, or in connection with a tender offer, merger, or other acquisition, and other than pursuant to Section 2.1 or Section 2.2), whether or not for sale for its own account or account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders' right under this Section 2.3. Upon the account written request of a security any such holder or holdersmade within 10 days after the date of any such notice given in accordance with Section 7 hereof, other than a the Company will use its best efforts to effect the registration pursuant under the Securities Act of all Registrable Securities which the Company has been so requested to Section 5.1register by the holders thereof, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale extent requisite to permit the disposition of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securitiesso to be registered, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or provided that if, at any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give time after giving -------- written notice of its intention to effect such sale or registration register any securities and prior to the Stockholder effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1 or Section 2.2, and (ii) subject in the case of a determination to Section 5.5(b) and Section 5.5(c)delay registering, include in such Piggyback Registration and in shall be permitted to delay registering any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities for the same period as are specified the delay in a written request or requests (“Piggyback Requests”) made by the Stockholder received by registering such other securities. No registration effected under this Section 2.3 shall relieve the Company within three (3) days of receipt of such notice from the its obligation to effect any registration upon request under Section 2.1 or Section 2.2. The Company (or two (2) days will pay all Registration Expenses in connection with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number each registration of Registrable Securities requested pursuant to be disposed of by the Stockholderthis Section 2.3.

Piggyback Registrations. (a) If the Company determines to publicly sell in shall propose the registration on an underwritten offering (including, for appropriate form under the avoidance Act of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for the sale of any of its securities either securities, for its own account itself or for any other securityholder of the account of a security holder or holders, Company (other than a registration pursuant to Section 5.1statement on Form S-4 or S-8, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”substituted therefor), the Company shall, in respect of each such proposed registration occurring after the Closing Date, promptly give the Holders written notice, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, of such proposed registration. Upon written notice or telegraphic or telephonic notice of the Holders followed as soon as practicable by written confirmation thereof, given to the Company within ten (10) Business Days after the giving of such notice of a proposed offering by the Company, the Company shall use its commercially reasonable efforts to include or cause to be included in any registration statement related to such proposed offering the sale of all or such portion of the Underlying Common Stock as a Holder may request; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the sale of the securities originally proposed to be registered; and provided further, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, the "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce (a "Cutback") the amount offered for the accounts of Selling Stockholders (including Holders) to a number deemed satisfactory by such managing underwriter and shares to be excluded shall be determined in the following sequence: (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplementfirst, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of securities held by any Persons not having any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or contractual, incidental registration to the Stockholder rights, and (ii) subject second, the securities sought to Section 5.5(bbe registered by Selling Stockholders (including the Holders) and Section 5.5(c), include on a pro rata basis in such Piggyback Registration and in any underwriting involved therein (whether prior accordance with the total number of securities sought to or following be registered by all Selling Stockholders. In the expiration of event that the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received proposed registration by the Company within three (3) days of receipt of such notice from the Company (is, in whole or two (2) days with respect to in part, an underwritten umarketed block trade). Such Piggyback Requests public offering of Common Stock, any request pursuant to this Section 7.02 to register shall specify the number of Registrable Securities requested that such Underlying Common Stock is to be disposed included in the underwriting on the same terms and conditions as the shares of by the StockholderCommon Stock, if any, otherwise being sold through underwriters under such registration.

Piggyback Registrations. Each time that the Company proposes to ------------------------ file a registration statement under the Securities Act with respect to an offering (in connection with an offering of Common Stock either by the Company or by its shareholders) on a form that would also permit the registration of the Restricted Stock, the Company will give written notice of such proposal to each Shareholder; provided, however, that, if there is an effective registration statement covering the Restricted Stock, no such notice pursuant to this Section 5 shall be required. Each Shareholder may, by written request given within ten business days after receipt of any such notice, require the Company to use its best efforts to cause all or part of the Restricted Stock to be included in such registration statement. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering advise the Company in writing that inclusion of the Restricted Stock would (a) If the Company determines make it impracticable to publicly sell in conduct an underwritten offering of the Common Stock being registered at the price at which such Common Stock could be sold without such inclusion, or (includingb) materially and adversely interfere with the offering, for then the avoidance number of doubtthe shares requested to be included in the registration by the Shareholders may be reduced or eliminated; provided, a “take-down” pursuant to a prospectus supplement to an effective shelf that if Xxxxxx or any Transferee or assignee of Common Stock from Xxxxxx shall have requested registration of its shares in such registration statement) or register for sale , then the shares so excluded shall be excluded in the order specified in the Xxxxxx Registration Agreement. In connection with any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to this Section 5.15 covering an underwritten public offering, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries and each Shareholder whose Shares are included therein shall enter into a written agreement with any other business) or acquisition of another business, any registration relating solely to a managing underwriter containing such provisions as are customary in the securities business for such an exchange arrangement between such underwriters and companies of the Company’s own securities or a registration on 's size and investment stature. In connection with any registration form that does not permit secondary sales (a “Piggyback Registration”)such registration, the Company each such Shareholder shall (ia) provide such information and execute such documents as soon as may be reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, required in connection with such Piggyback Registration registration, (or less than two (2b) days prior agree to sell the date shares of Restricted Stock on the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and basis provided in any underwriting involved therein arrangements and (whether prior to or following c) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the expiration of the Lock-Up Period) all terms of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests underwriting arrangements, which arrangements shall specify the number of Registrable Securities requested to not be disposed of by the Stockholderinconsistent herewith.

Piggyback Registrations. (a) If Notwithstanding any limitation contained in Section 2, if Xxxxxx Xxxxxxx Ltd. at any time proposes after the Company determines date hereof to publicly sell in an underwritten offering (includingeffect a Piggyback Registration, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if it will at each such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales time give prompt written notice (a “"Notice of Piggyback Registration”"), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) at least 30 days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice anticipated filing date, to all Holders of its intention to effect do so and of such sale or registration to the Stockholder and (ii) subject to Holders' rights under this Section 5.5(b) and Section 5.5(c)3, include in such which Notice of Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration shall include a description of the Lock-Up Period) all intended method of disposition of such Registrable Securities as are specified in a securities. Upon the written request or requests (“Piggyback Requests”) of any such Holder made by the Stockholder received by the Company within three (3) days of 5 Business Days after receipt of such notice from the Company a Notice of Piggyback Registration (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which request shall specify the number shares of Common Stock, Preferred Stock and Warrants that are Registrable Securities requested intended to be disposed of by such Holder and the Stockholderintended method of disposition thereof), Xxxxxx Xxxxxxx Ltd. will, subject to the other provisions of this Agreement, include in the registration statement relating to such Piggyback Registration all of the shares of Common Stock, Preferred Stock and Warrants requested to be included that are Registrable Securities, to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Xxxxxx Xxxxxxx Ltd. shall determine for any reason not to register or to delay registration of such securities, Xxxxxx Xxxxxxx Ltd. may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve any of the Issuers of their obligations to effect a Registration under Section 2.

Piggyback Registrations. (ai) If the Company determines proposes to publicly sell in an underwritten offering register Common Stock (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or for the account of a security any other holder or holders, of its securities) under the Securities Act (other than a registration pursuant to a Demand Registration which shall be governed by Section 5.12(a), a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan and registrations on Form S-8, a registration S-4 or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) at any time after the offer applicable Restriction Termination Date and sale the registration form to be used may be used for the registration of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of for sale to the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of public under the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales Securities Act (a “Piggyback Registration”), then the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give prompt written notice to each applicable Stockholder Representative of its intention to effect such sale or a registration and, subject to the Stockholder and (ii) subject terms hereof, shall use reasonable best efforts to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) registration all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests which the Company has received written requests for inclusion therein from such Stockholder Representative (which request shall specify the number of Registrable Securities requested intended to be disposed of by such Stockholder Representative and any Registrable Securities of a Stockholder to whom such Stockholder Representative has properly assigned its rights under this Section 2(b)) within 20 days after such Stockholder Representative receives the StockholderCompany’s notice; provided, that (A) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to the applicable Stockholder Representatives and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration, (B) if such registration involves an underwritten offering by the Company, each Stockholder holding Registrable Securities to be included in such registration must sell its Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings and (C) if such registration involves an underwritten secondary offering on behalf of holders of the Company’s securities other than the Stockholders pursuant to a demand or similar registration right, each applicable Stockholder Representative may, in lieu of exercising its rights on its own behalf and/or on behalf of other Stockholders under this Section 2(b), elect (by written notice sent to the Company within ten (10) Business Days from the date of the Company’s notice pursuant to this Section 2(b)(i)) to include all or a portion of its Registrable Securities and any Registrable Securities of a Stockholder to whom such Stockholder Representative has properly assigned its rights under Section 2(a) in such demand registration (it being understood that, subject to Section 2(a)(ii), such a registration shall be deemed to be one of such Stockholder Representative’s Demand Registrations).

Piggyback Registrations. (a) If Subject to the terms and conditions of this Agreement, if the Company determines to publicly sell in an underwritten offering at any time (including, for the avoidance of doubt, a “take-down” other than pursuant to Section 2(a)) proposes to file (x) a prospectus supplement Registration Statement to an effective shelf registration statement) or register for sale any of its securities either Common Shares under the Securities Act, whether for its own account or for the account of a security holder one or holders, more holders of Common Shares other than the Searchlight Parties (the “Requesting Piggyback Shareholders”) or both (except with respect to a registration pursuant statement (i) for an offering that will be completed prior to the Registrable Date in which the Searchlight Parties would be prohibited from selling any Registrable Securities by Section 5.15.04 of the Reorganization Agreement or (ii) on Form X-0, X-0 or another form in connection with any dividend reinvestment or similar plan, or for the purpose of offering securities to be delivered as consideration in a business combination) or (y) following the Registrable Date, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration prospectus supplement relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including Common Shares by way of merger of the Company or any Requesting Piggyback Shareholders pursuant to an effective ASRS, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which the Searchlight Parties may participate in such offering without the filing of a post-effective amendment, and in the case of clause (y), for the sale of Common Shares by the Company or Requesting Piggyback Shareholders (any filing to be made under clause (x) or (y), a “Piggyback Registration Filing”), the Company will give prompt written notice to the Searchlight Parties of its Subsidiaries with any other businessintention to do so (such notice to be given not less than ten (10) or acquisition of another business, any registration relating solely Business Days prior to an exchange the anticipated filing date of the related filing or, in the case of any overnight or bought underwritten offering, twenty-four (24) hours prior to the anticipated filing date). Upon the written request of any of the Searchlight Parties, which may be a joint written request from more than one of the Searchlight Parties, received by the Company within ten (10) Business Days after the giving of any such notice by the Company or, in the case of any overnight or bought underwritten offering, within twenty-four (24) hours after the giving of any such notice by the Company’s own securities , to include Registrable Securities of the Searchlight Parties in the Piggyback Registration Filing (a “Piggyback Registration Request”), the Company will use commercially reasonable efforts to cause the Registrable Securities of the Searchlight Parties as to which inclusion shall have been so requested to be included in the Piggyback Registration Filing, all to the extent required to permit the sale or a registration on any registration form that does not permit secondary sales other disposition by the Searchlight Parties of such Registrable Securities so registered (a “Piggyback Registration”), provided, that the Searchlight Parties shall not be entitled to include any Registrable Securities on a Piggyback Registration Filing unless the aggregate offering price for such Registrable Securities to be offered by the Searchlight Parties, collectively, as such amount would be determined on the cover page of an applicable Registration Statement on the filing date of such Piggyback Registration Filing, is at least $25,000,000. If no Piggyback Registration Request is received within the specified time, the Searchlight Parties shall have no further right to participate in such offering (for the avoidance of doubt, if the offering is pursuant to a shelf Registration Statement, this sentence shall not preclude participation in any future offering thereunder). The Selling Searchlight Parties shall be entitled to sell the Registrable Securities included in a Piggyback Registration Filing in accordance with the method of distribution requested by the Selling Searchlight Parties; provided, if the Piggyback Registration Filing relates to an underwritten offering, then (i) the Company shall (i) as soon as reasonably practicable but be entitled to select the underwriters in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder sole discretion and (ii) subject the Selling Searchlight Parties must sell all Registrable Securities included on the Piggyback Registration Filing in such underwritten offering pursuant to an underwriting agreement on the same terms and conditions as those applicable to the Company and the Requesting Piggyback Shareholders, if any (including any applicable lock-up provision restricting sales, transfers or dispositions of Common Shares, and without regard for the proviso in Section 5.5(b5(c)). In the case of an underwritten offering, if the managing underwriter shall advise that, in its opinion, an Underwriter Cutback is required, then the shares to be included in such underwritten offering will be based on the following priority: (i) and Section 5.5(cfirst, the number of Common Shares the Company seeks to include, up to the number that, in the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold in the offering; (ii) second, in addition to shares included pursuant to the preceding clause (i), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of included by the StockholderSelling Searchlight Parties and Common Shares requested to be included by the Requesting Piggyback Shareholders, on a pro rata basis (based on the number of Common Shares owned by each of such Persons), up to the number that, in the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold in the offering. The Company may withdraw a Piggyback Registration Filing prior to any sales being made pursuant to the Piggyback Registration Filing, in which case the Company shall be relieved of its obligation to register the Registrable Securities solely with respect to such withdrawn Piggyback Registration Filing, and shall not be required to keep a Registration Statement related to the offering effective for longer than the period contemplated by the intended manner of distribution for the shares to be sold by the Company and any Requesting Shareholders described in the Prospectus included in the related Registration Statement. For the avoidance of doubt, no Piggyback Registration shall count toward the number of requests for a Demand Registration that the Selling Searchlight Parties are entitled to make pursuant to Section 2(a).

Piggyback Registrations. (a) If If, at any time during the period in which a Registration Statement is required to be kept effective, there is not an effective Registration Statement covering all of the Registrable Securities and the Company determines shall determine to publicly sell in an underwritten offering (including, for prepare and file with the avoidance of doubt, SEC a “take-down” pursuant to a prospectus supplement registration statement relating to an effective shelf registration statement) or register for sale any of its securities either offering for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to others under the offer and sale 1933 Act of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any other business) or acquisition of another business, any registration relating solely to an exchange of entity or business or equity securities issuable in connection with the Company’s own securities stock option or other employee benefit plans), then the Company shall deliver to each Investor a registration on written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any registration form that does not permit secondary sales (a “Piggyback Registration”)such Investor shall so request in writing, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in registration statement all or any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all part of such Registrable Securities as such Investor requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are specified eligible for resale pursuant to Rule 144(k) promulgated by the SEC pursuant to the 1933 Act or that are the subject of a then effective Registration Statement. Any Registrable Securities of an Investor that are to be included in a written request or requests (“Piggyback Requests”registered public offering pursuant to this Section 2(g) made by shall be offered and sold upon such terms as the Stockholder received managing underwriters thereof determine. The managing underwriters may condition an Investor’s participation in such a registered public offering upon such Investor’s execution of an underwriting agreement containing customary terms and conditions which would customarily be applicable to selling shareholders. If the managing underwriters for a registered public offering determine that the number of Common Shares proposed to be sold in such offering would adversely affect the marketing of the Common Shares to be sold by the Company within three (3) days therein or by the Person or Persons who exercised their right to require the Company to register such offering under the 1933 Act, then the number of receipt Common Shares to be included in such offering shall be reduced until the number of such notice from shares does not exceed the number that the managing underwriters believe can be sold without any such adverse effects; provided that any shares to be excluded shall be so excluded in the following order of priority: (i) securities held by any Person or Persons other than (A) the Investors or (B) any Person or Persons who exercised their demand right to require the Company to register such offering under the 1933 Act; (ii) securities to be registered on behalf of the Company, if any, if such registered offering was initiated by any Person or two Persons exercising their demand right to require the Company to register such offering under the 1933 Act and (2iii) days with respect the Registrable Securities sought to an underwritten umarketed block trade). Such Piggyback Requests shall specify be included by the Investors as determined on a pro-rata basis (based upon the aggregate number of Registrable Securities requested sought to be disposed of by the Stockholderincluded in such registered offering).

Piggyback Registrations. (a) If If, at any time prior to the expiration of the Registration Period, (i) a Registration Statement contemplated in Section 2.1 above is not declared effective with respect to all of the Registrable Securities to which it applies and the Company determines decides to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or for the account of others, or (ii) even if a security holder or holdersRegistration Statement contemplated in Section 2.1 above is declared effective, other than a if the Company decides to register shares of Common Stock in an underwritten offering for its own account, then the Company will promptly give Investor written notice thereof and will use its best efforts to include in such registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement all or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale part of securities of any class other than the Registrable Securities even if requested by Investor to be included therein (excluding any Registrable Securities previously included in a Registration Statement which has been declared effective and has not been withdrawn, unless the Company registration is an underwritten offering). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans. Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such securities are convertible or exchangeable into securities pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise Investor as part of the same class as Registrable Securitiesabove-described written notice. In that event, or a registration relating solely to a corporate reorganization (including by way of merger if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation would be necessary to effect an orderly public distribution, then the Company or any will be obligated to include only such limited portion, if any, of its Subsidiaries the Registrable Securities with any other business) or acquisition respect to which Investor has requested inclusion hereunder. Any exclusion of another business, any registration relating solely to an exchange Registrable Securities will be made pro rata among all holders of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”)seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to the initial filing inclusion of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c), include securities in such Piggyback Registration and in any underwriting involved therein (whether prior Statement or are not entitled pro rata inclusion with the Registrable Securities. No registration rights that limit or subordinate the rights of Investor to or following register the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received will be granted by the Company within three (3) days until one or more registration statements covering all of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities requested to be disposed of by the Stockholderhave become effective.

Piggyback Registrations. (a) If If, at any time prior to the Company determines to publicly sell in an underwritten offering (including, for expiration of the avoidance of doubtRegistration Period, a “take-down” pursuant Registration Statement is not effective with respect to a prospectus supplement all of the Shares and the Corporation decides to an effective shelf registration statement) or register for sale any of its securities either for its own account or for the account of a security holder or holdersothers, other than a then the Corporation will promptly give the Purchaser written notice thereof and will use its best efforts to include in such registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement all or any similar employee or director compensation or benefit plan part of the Shares requested by such Purchaser to be included therein (excluding any Shares previously included in a Registration Statement). This requirement does not apply to Corporation registrations on Form S-8, a registration S-4 or S-8 or their equivalents relating to the offer and sale of equity securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating to be issued solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (an acquisition of any entity or less than two (2) days prior business or equity securities issuable in connection with stock option or other employee benefit plans. The Purchaser must give its request for registration under this paragraph to the date Corporation in writing within 15 days after receipt from the Corporation of notice of such pending registration. If the registration for which the Corporation gives notice is a public offering involving an underwriting, the Corporation will so advise the Purchaser as part of the commencement above-described written notice. In that event, if the managing underwriter(s) of any the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such offering if underwriter(s)' judgment, such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention limitation would be necessary to effect an orderly public distribution, then the Corporation will be obligated to include only such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c)limited portion, include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration if any, of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days Shares with respect to an underwritten umarketed block trade)which such Purchaser has requested inclusion hereunder. Such Piggyback Requests shall specify Any exclusion of Shares will be made pro rata among all holders of the Corporation's securities seeking to include shares of Common Stock in proportion to the number of Registrable Securities requested shares of Common Stock sought to be disposed included by those holders. However, the Corporation will not exclude any Shares unless the Corporation has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled pro rata inclusion with the StockholderShares.

Piggyback Registrations. (a) If the The Company determines to publicly sell in an underwritten offering (including, for the avoidance shall notify all Holders of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization in writing at least fifteen (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (215) days prior to the date filing of any registration statement under the Securities Act for purposes of a public offering of securities of the commencement Company (including, but not limited to, registration statements relating to secondary offerings of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice securities of its intention the Company, but excluding registration statements relating to effect such sale employee benefit plans or registration with respect to corporate reorganizations or other transactions under Rule 145 of the Stockholder and (ii) subject to Section 5.5(bSecurities Act) and Section 5.5(c), will afford each such Holders an opportunity to include in such Piggyback Registration and in any underwriting involved therein registration statement up to a total of twenty (whether prior to or following the expiration of the Lock-Up Period20%) all of such Registrable Securities as are specified then outstanding. Each Holder desiring to include in a written request or requests any such registration statement Registrable Securities held by it shall, within fifteen (“Piggyback Requests”) made by the Stockholder received by the Company within three (315) days of receipt of such after the above-described notice from the Company, so notify the Company in writing. Should the Holders who respond to the Company's notice desire to register, in the aggregate, more than twenty percent (or two (220%) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify of Registrable Securities then outstanding, the total number of Registrable Securities requested to be disposed registered shall be reduced to twenty (20%) and divided between the Holders on a pro rata basis. If a Holder decides not or is not permitted to include all of its Registrable Securities in any registration statement hereafter filed by the StockholderCompany, such Holder shall nevertheless continue to have the right to include up to a total of twenty percent (20%) of Holder's Registrable Securities then outstanding 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. All Holders distributing their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first. to the Company; second, to the Holder; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the Holder included in the registration below ten percent (10%) of the total amount of securities included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company.

Piggyback Registrations. (a) If Cerprobe undertakes to file with the Company determines to publicly sell in an underwritten offering United States Securities and Exchange Commission (includingthe "SEC") a registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), covering the sale of shares of the common stock, par value $.05 per share, of Cerprobe (the "Common Stock") for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its securities either for its own account or the account of a security any holder of Common Stock other than: (i) Shareholder; or holders(ii) for the account of Cerprobe, and other than a registration pursuant to Section 5.1, registration: (aa) on Form S-4; (bb) in connection with a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan Rule 145 transaction; (cc) on Form S-8, a registration relating to the offer and sale of securities of ; or (dd) any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company appropriate form or any successor or other comparable form, then on each such occasion Cerprobe shall give 1 Shareholder at least fifteen (15) days prior written notice of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (a “Piggyback Registration”), the Company shall (i) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplementthe Registration Statement (the "Filing Notice"). If Shareholder desires to have any of the Shares registered in the Registration Statement, then Shareholder shall notify Cerprobe in writing of Shareholder's desire and deliver such written notice to Cerprobe within ten (10) days of receiving the Filing Notice from Cerprobe. If Shareholder timely notifies Cerprobe of Shareholder's desire to register the Shares for sale, then Cerprobe, with the consent and the approval of the underwriters selected by Cerprobe to assist Cerprobe in the offering covered by the Registration Statement (such consent and approval to be in the sole discretion of such underwriters), shall include in that Registration Statement, on the same terms and conditions (except as otherwise provided in this Agreement) as the case may beother Common Stock to be offered for sale pursuant to the Registration Statement (except as otherwise provided in this Agreement), in connection with the following number of the Shares, or such Piggyback Registration (or less than two (2) days prior smaller number of the Shares as Shareholder shall elect to have registered: B A x --- C Where A equals the total number of Shares acquired by Shareholder pursuant to the Agreement of Merger that are held of record by Shareholder on the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder Filing Notice; and (ii) subject to Section 5.5(b) and Section 5.5(c), include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify Where B equals the number of Registrable Securities requested to be disposed shares of Common Stock being registered for the person, firm or entity (other than Cerprobe) for whom the largest percentage of shares of Common Stock held by him, her or it is being registered; and Where C equals the Stockholdertotal number of shares of Common Stock held by such person, firm or entity.

Piggyback Registrations. (a) If the Company determines shall determine to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or ----------------------- register for sale with the SEC any of its Common Stock or securities either for convertible into, or exchangeable or exercisable for, shares of its own account or the account of a security holder or holders, Common Stock other than a registration pursuant to Section 5.1, a registration relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-8, a registration relating to for resale by the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration relating solely to a corporate reorganization (including by way of merger of the Company or any of its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales Investor (a “"Piggyback --------- Registration”"), the Company shall give the Investor written notice ------------ thereof (ia "Notice of Piggyback Registration") as soon as reasonably practicable but in no event less than five (5) Business Days 30 calendar days -------------------------------- prior to the initial filing of a registration statement relating to such Piggyback Registration, which notice shall include a description of (i) the intended method of distribution of such Common Stock and such other securities, (ii) the number of shares of Common Stock and such other securities the Company intends to register, and (iii) such other Persons who will or preliminary prospectus supplementhave a right to participate in the Piggyback Registration. Upon the written request of the Investor made within 20 days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by the Investor and the intended method of distribution thereof), as the case may be, Company shall include in connection with the registration statement relating to such Piggyback Registration all Registrable Securities that the Company has been so requested to register by the Investor. If the Piggyback Registration for which the Company gives a Notice of Piggyback Registration is a registered public offering involving an underwriting, and the underwriters selected by the Company advise the Company in writing that marketing factors require a limitation on the number of shares of Common Stock or other securities to be underwritten, the Company shall reduce the number of shares of Common Stock or other securities included in such registration (1) first, by reducing the number of shares of Common Stock or less other securities to be registered for resale by all Persons other than two the Investor, allocated among such Persons in accordance with the priorities then existing among the Company and such Persons and (2) days prior to the date of the commencement of any such offering if such Piggyback Registration is conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such sale or registration to the Stockholder and (ii) subject to Section 5.5(b) and Section 5.5(c)second, include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in by reducing on a written request or requests (“Piggyback Requests”) made by the Stockholder received by the Company within three (3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify pro rata basis the number of shares of Registrable Securities requested to be disposed of included by the StockholderInvestor. Any other shares of Common Stock, Registrable Securities, or other securities of the Company so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.