Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities at least five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act. Such notice Piggyback rights included in this Section 2.2(a) include the right to piggyback on underwritten offerings or underwritten Block Trades by other shareholders of the Company whose shares may be registered on a reoffer/resale prospectus filed pursuant to a Form S-8. Upon the written request of any such Holder, made within five (a “5) days following the receipt of any such Piggyback Notice”) Notice (which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended 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 (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 which shall have made a written request to the Company for inclusion therein within ten in such Company Shelf Underwriting (10) days after such Piggyback Notice is received which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Piggyback SellerHolder) 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 Shareholder 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 Shareholder and such Shareholder 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. (b) IfThe Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in connection with a Piggyback Registration that involves an Underwritten Offeringany registration statement and offering pursuant to demand registration rights by any Person or otherwise, the lead managing underwriter(s(i) advise(s) authorized but unissued Shares or Shares held by the Company that, in its opinion, the inclusion of all the securities sought as treasury shares and (ii) any other Shares which are requested to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration registration pursuant to the exercise of piggyback registration rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold granted by the Company as on or after the Companydate hereof and which are not inconsistent with the rights granted in, in its reasonable judgmentor otherwise conflict with the terms of, shall have determinedthis Agreement (“Additional Piggyback Rights”); provided, (B) secondhowever, Registrable Securities of Piggyback Sellersthat, pro rata on the basis of the number of Registrable Securities proposed with respect to be sold by such Piggyback Sellersany underwritten offering, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) firstincluding a block trade, such number of shares of Company Common Stock (or other securities, as applicable) sought to inclusion shall be registered by each Other Demanding Seller pro rata in proportion permitted only to the number of securities sought to be registered by all such Other Demanding Sellersextent that it is pursuant to, (B) secondand subject to, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s)agreement or arrangements, which shall be selected if any, entered into by the CompanyInitiating Holders or the Majority Participating Holders in such underwritten offering. (dc) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (x) in the Piggyback Sellers within five (5) Business Days thereof and thereupon case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registrationregistration, without prejudice, however, to the rights of Holders under Section 2.1, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, thathowever, if permitted pursuant that such request must be made in writing prior to Section 4.1the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters. (e) Notwithstanding anything contained herein to the contrary, the Demand Shareholders may continue Company shall, at the request of any Holder; file any prospectus supplement or post-effective amendments, or include in the initial registration as a Demand Registration pursuant to the terms of Section 4.1statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any time after the Restricted Period whenever the Company proposes to register (including for this purpose a Registration effected by the Company for shareholders other than Shareholders) any Company Common Stock (or any other of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) a Registration under Section 4.1 hereof, (ii) a Registration of securities solely relating to an offering and sale pursuant to any employee stock plan or other employee benefit plan arrangement, including any registration on Form S-4 S-8 (or any successor form thereto), or (iiiii) a Registration of securities issued in an acquisition or business combination including any Registration on Form S-8 S-4 (or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt at least 20 days’ written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price Company’s intention to effect such a Registration to all Shareholders of such shares record of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company Registrable Securities and shall include in each the Registration, subject to any agreement among the Shareholders to be included in such Piggyback Registration Registration, all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 10 days after such the receipt of the Company’s notice. (a) The Registration Expenses of the Shareholders shall be paid by the Company in all Piggyback Notice is received by such Piggyback SellerRegistrations. (b) If, in connection with If a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) is a primary Registration on behalf of the Company that, and the investment banker(s) or manager(s) of such offering advise the Company in its opinion, writing that in their opinion the inclusion number of all the securities sought requested to be included in such Piggyback Registration by (i) exceeds the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered number which can be sold in an orderly manner in such Piggyback Registration pursuant offering and/or that the number of securities proposed to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) be included in such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, offering would adversely affect the success thereofprice per share of the Common Stock, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the securities the Company as the Companyproposes to sell, in its reasonable judgment, shall have determined, and (Bii) second, the Registrable Securities of Piggyback Sellers, requested to be included in the Registration pro rata on among the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata Shareholders on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller or as such Shareholders may otherwise agree, and (iii) third, other securities requested to be included in the Registration pro rata in proportion to among the number holders of such other securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed shares requested to be sold registered by each such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersholder or as such holders may otherwise agree. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for If a Piggyback Registration is a secondary Registration on behalf of holders of the Company’s accountsecurities other than Registrable Securities and the investment banker(s) or manager(s) of such offering advise the Company in writing that, in their opinion, the number of securities requested to be included in the Registration exceeds the number which can be sold in an orderly manner in such offering and/or that the number of securities proposed to be included in such offering would adversely affect the price per share of the Common Stock, the Company shall not include in the Registration (i) first, the securities requested to be required included therein by the holders requesting such Registration pro rata among the holders of such other securities on the basis of the number of shares requested to include be registered by each such holder or as such holders may otherwise agree, (ii) second, the Registrable Securities requested to be included in such Registration pro rata among the Shareholders on the basis of a Piggyback Seller the number of shares proposed to be registered by each or as such Shareholders may otherwise agree, and (iii) third, other securities requested to be included in the Underwritten Offering unless Registration pro rata among the holders of such Piggyback Seller accepts other securities on the terms basis of the underwriting number of shares requested to be registered by each such holder or as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Companysuch holders may otherwise agree. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in In connection with such a Piggyback Registration is declared effectiveRegistration, the Company shall determine for any reason not select the investment banker(s) and manager(s) to register such shares of Company Common Stock (or other securities, as applicable), administer the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, thatoffering, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1applicable.

Piggyback Registrations. (a) From and after 3.5.1 For a period following the date hereof, subject issuance of Common Stock pursuant to the terms Subscription Agreement until Investor and conditions hereofits Affiliates, directly or indirectly, Beneficially Own less than five percent (5%) of the Company’s outstanding Common Stock, whenever the Company proposes to register the issuance or sale of any Company of its Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a for its own account or otherwise, and the registration form to be used by the Company may be used for the registration of the resale of Registrable Securities (ieach, a “Piggyback Registration”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback RegistrationRegistration Statement”), whether for its own account or for the account of others, the Company shall will give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to of the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject Holders and will use reasonable efforts to Section 4.2(b), the Company shall include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”in accordance with the priorities set forth in Sections 3.5.2 and 3.5.3 below) with respect to which the Company has received written requests (for inclusion, which written requests request shall specify the number of such Registrable Securities desired to be registered and be delivered within fifteen (15) days after the delivery of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration Statement at any time in its sole discretion. 3.5.2 If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be disposed included in the registration creates a substantial risk that the price per share of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration the primary securities will be reduced or that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) amount of the primary securities intended to be included on behalf of the Company thatwill be reduced, in its opinionthen the managing underwriter and the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the inclusion number of all the securities sought to that may be included in such Piggyback Registration by registration and underwriting shall include: (i) first, any securities that the CompanyCompany proposes to sell, and (ii) other Persons who have sought to have shares second, on a pro rata basis based on the total number of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised Registrable Securities held by such lead managing underwriter(s) can be sold without such an effectHolders, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) any Registrable Securities proposed to be sold by the Holders. 3.5.3 If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities and the managing underwriters advise the Company as in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such registration, on a pro rata basis based on the total number of Registrable Securities held by such Holders, any Registrable Securities proposed to be sold by the Holders. 3.5.4 In connection with any underwritten Piggyback Registration initiated by the Company, in its reasonable judgment, the Company shall have determinedthe right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, (B) secondincluding the lead managing underwriter. 3.5.5 All Registration Expenses incurred in connection with any registration, Registrable Securities qualification, exemption or compliance pursuant to Section 3.5.1 shall be borne by the Company. All Selling Expenses relating to the sale of Piggyback Sellers, pro rata securities registered by or on behalf of each Holder pursuant to Section 3.5.1 shall be borne by such Holder on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersso registered. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving the date hereof and before October 14, 2010 the Subscriber owns any of the Registrable Securities, the Company proposes to 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 any such case, other than on Form S-8 or S-4 or successor forms), it will give Subscriber at least 15 days' prior written notice via overnight courier or certified mail (the "Notice"). Upon written request of its intention to register Subscriber, made within 10 days after mailing of the Notice, that the Company include any shares of Company Common Stock (or other securities, as applicable) as set forth the Subscriber's Registrable Securities in this Section 4.2 and prior to the time the proposed registration statement filed in connection with such Piggyback Registration is declared effectivestatement, the Company shall determine for use reasonable efforts to effect the registration under the Act, and any reason not underwriting involved therein, of the Registrable Securities which it has been so requested to register but only to the extent that such shares inclusion does not diminish the number of Company 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 other securitiesa portion of the Registrable Securities requested to be registered, as applicable)when added to the securities being registered by the Company, 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 may, shall have the right at its election, give any and all times after it shall have given written notice of pursuant to this Section to elect not to file any such determination proposed registration statement, or to withdraw the same after the filing but prior to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1effective date thereof.

Piggyback Registrations. (a) From and after the date hereofIf, subject other than pursuant to the terms and conditions hereofSection 2.1 or Section 2.2, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan, or (iii) on so long as a Shelf Registration Statement or (iv) is effective and available pursuant to Section 4.12.2 hereof, filed solely in connection with the issuance or resale of Common Shares issuable upon conversion, exercise or exchange of any securities of the Company or any of its Subsidiaries, where such convertible, exercisable or exchangeable securities were issued in, or as part of, a financing transaction), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, 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 the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)2.3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 15 days after notice has been given to the Holders, to permit the distribution of such Piggyback Notice is received Registrable Securities in accordance with the methods of distribution elected by such Piggyback Seller. (b) If, in connection with Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration that involves an Underwritten Offering, at any time at least two Business Days prior to the lead managing underwriter(s) advise(s) effective date of the Registration Statement relating to such Piggyback Registration. The Company that, shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in its opinion, the inclusion of which all the securities sought to be Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellerscount towards registrations required under Section 2.1. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and If the Company at any time after the date hereof, subject to the terms and conditions hereof, whenever the Company IPO Date proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act any shares of Common Stock or any Common Stock Equivalents (other than in connection with a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Demand Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”7(a)), whether or not for sale for its own account or account, on a form and in a manner which would permit registration of the Common Stock held by a Stockholder for sale to the account of otherspublic under the Securities Act, the Company shall give all Demand Shareholders prompt written notice thereof of the proposed registration to each Stockholder not later than thirty (but not less than 30) 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 such registration. Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days prior to (or, if the filing Company is a WKSI at such time, five (5) Business Days) after the giving of such notice by the Company with (any Stockholder giving the Commission of any registration statement with respect thereto). Such Company a notice (a “Piggyback Notice”) shall specify requesting that the number of shares of Company Registrable Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate owned by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to it be included in such Piggyback Registration by proposed registration being hereinafter referred to in this Section 7 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 Company which the Company, all Registering Stockholders and all other stockholders of the Company entitled to register securities on a pari passu basis with the Registering Stockholders in connection with such offering (“Other Registering Holders”) propose to include in such registration statement exceeds the 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, (i) first, the Companysecurities which the Company proposes to sell, (ii) other Persons who have sought to have shares of Company second, the Common Stock registered in such Piggyback Registration pursuant of any holders with registration rights that are senior to the rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), of the Registering Stockholders hereunder and (iii) third, the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Registrable Common Stock (of such Persons being “Other Proposed Sellers”), as Registering Stockholders and the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Registrable Common Stock (or other securities, as applicable) to be sold by for the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities account of Piggyback Sellers, Other Registering Holders pro rata among all such Registering Stockholders and any such Other Registering Holders, taken together, on the basis of the number relative percentage of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought 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 be registered by Other Demanding Sellers, pro rata on eliminate entirely the basis participation of the number Registering Stockholders in such registration if such underwriters eliminate entirely the participation in such registration of shares of Company all such Other Registering Holders). Registrable Common Stock proposed to be registered and sold by such Other Demanding Sellers and (D) fourth, other shares pursuant to an underwritten offering for the account of Company Common Stock proposed to any Registering Stockholder shall be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold prospective underwriters selected or approved by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts on the terms and subject to the conditions of the one or more underwriting as agreed upon agreements negotiated between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, prospective underwriters. The Company may withdraw any registration statement at any time after giving written notice before it becomes effective, or postpone or terminate the offering of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior without obligation or liability to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1Registering Stockholder.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Piggyback Stockholders prompt written notice thereof (but not less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Stockholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company's equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by FIG Advisors or any of the lead managing underwriter(sPermitted Transferees of either of the Fortress Stockholders (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “"piggyback” " or other incidental or participation registration rights) such registration (such Persons being “"Other Demanding Sellers”"), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “"Other Proposed Sellers”"), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock securities sought to be registered by Other Demanding SellersSellers and Additional Shares of Additional Sellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Other Demanding Piggyback Sellers and Additional Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller Seller, the Piggyback Sellers and the Additional Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and Additional Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s 's account, the Company shall not be required to include the a holder's Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 2.3, or (iv) pursuant to Section 4.12.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b2.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) good faith opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) the Piggyback Sellers, (y) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (including pursuant to so-called “piggyback” or other incidental or participation registration rights) (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 2.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 2.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.12.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.12.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(s) advise(s) a nationally recognized independent investment bank selected by the Company advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, subject to adjustment as provided in Section 3.3 hereof, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, subject to adjustment as provided in Section 3.3 hereof, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 3.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 3.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.13.1.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 any Interests or any successor form thereto, (ii) on Form S-8 security convertible into or any successor form thereto, (iii) on a Shelf Registration Statement exchangeable or (iv) pursuant to Section 4.1) (a “Piggyback Registration”)exercisable for Interests, whether or not for sale for its own account or and other than pursuant to a Demand Registration, on a form and in a manner which would permit registration of the Registrable Interests held by a Equityholder for sale to the account of otherspublic under the Securities Act, the Company shall give all Demand Shareholders prompt written notice thereof of the proposed registration to each Equityholder not later than thirty (but not less than 30) days prior to the filing thereof. Each Equityholder shall have the right to request that all or any part of its Registrable Interests be included in such registration. Each Equityholder can make such a request by giving written notice to the Company within ten (10) Business Days prior to after the filing giving of such notice by the Company with Company; provided, however, that if the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify is an underwritten registration and the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing managing underwriters of such registration statement with offering determine that the Commission, the proposed means aggregate amount of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by securities of the Company which the Company and all Equityholders propose to include in such Registration Statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the proposed minimum offering offering, including without limitation the selling price and other terms of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)offering, the Company shall will include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to registration, first, the securities which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested proposes to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) Ifsell, in connection with a Piggyback Registration that involves an Underwritten Offeringsecond, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion Registrable Interests of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback SellersEquityholders, pro rata among all such Equityholders on the basis of the number relative percentage of Registrable Securities proposed Interests owned by all Equityholders 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 be sold by such Piggyback Sellerseliminate entirely the participation of the Equityholders), (C) and third, shares the comparable securities of Company Common Stock sought to be registered by Other Demanding Sellersany additional holders of the Company's securities, pro rata among all such holders on the basis of the number relative percentage of shares such securities held by each of Company Common Stock them. Registrable Interests proposed to be registered and sold by such Other Demanding Sellers and (D) fourth, other shares pursuant to an underwritten offering for the account of Company Common Stock proposed to any Equityholder shall be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold prospective underwriters selected or approved by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts on the terms and subject to the conditions of the one or more underwriting as agreed upon agreements negotiated between the Company and the prospective underwriters. Any Equityholder who holds Registrable Interests 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 managing underwriter(s), which shall be selected by underwriter of the Company. (d) If, terms of such underwriting agreement. The Company may withdraw any Registration Statement at any time after giving written notice before it becomes effective, or postpone or terminate the offering of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior without obligation or liability to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1Equityholder.

Piggyback Registrations. (a) From If, other than pursuant to Section 2.1 and after the date hereofSection 2.2, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act (other than a registration by the Company (i) on Form S-4 with respect to an offering of Common Stock or any successor form thereto, (ii) on Form S-8 other of the Company’s equity securities or securities convertible into or exchangeable or exercisable for any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”)of the Company’s equity securities, whether for sale for its own account or for the account of othersanother Person (other than a registration statement (i) on Form S-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall give all Demand Shareholders prompt written notice thereof of such proposed filing at least 30 days before the anticipated filing date (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) to the Holders. The Piggyback Notice shall specify offer the Holder the opportunity to include in such registration statement the number of shares Registrable Securities (for purposes of Company Common Stock (or other securitiesthis Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as applicable) those proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate offered by the Company of the proposed minimum offering price of such shares of Company Common Stock for its own account) as they may request (or other securities, as applicablea “Piggyback Registration”), in each case to the extent then known. Subject to Section 4.2(b)2.3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 5 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. (which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.3 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any other shares of Capital Stock, if any, of the Company included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in its reasonable judgment, shall Stockholders or by any Person (other than a Holder) exercising a contractual right to demand registration until all such Other Securities have determined, been allocated for inclusion; (Bii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders and any Other Securities proposed to be included by the Stockholders (other than a Stockholder selling Other Securities under (i)Section 2.3(b)(i)), pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder and any Other Securities Beneficially Owned by each such Stockholder until all such Registrable Securities have been allocated for inclusion; and (Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata rata, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From Subject to the limitations set forth in this Agreement (including ARTICLE II), from and after the date hereoffirst anniversary of the Effective Time, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) 4.1 (a “Piggyback Registration”)), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Investors prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case case, to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Investors with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellerthe Investors) for inclusion therein within ten five (105) days after such Piggyback Notice is received by such Piggyback Sellerthe Investors. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its (their) opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows effect and in the following order of priority: : (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the securities the Company as the Company, in its reasonable judgment, shall have determined, proposes to sell; and (Bii) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of up to the number of Registrable Securities proposed requested to be sold by included in such Piggyback SellersRegistration by the Investors, (C) thirdwhich, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on in the basis opinion of the number of shares of Company Common Stock proposed to lead managing underwriter(s), can be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if without adversely affecting the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellerssuccess thereof. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller the Investors in the Underwritten Offering unless such Piggyback Seller accepts the Investors accept the terms of the underwriting agreement (which shall be in customary form) as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof Investors and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant that the Investors may elect to Section 4.1, require the Demand Shareholders may Company to continue the registration as a Demand Registration pursuant to the terms of Section 4.1. (e) Any time that a Piggyback Registration involves an Underwritten Offering, the Company shall select (in its sole discretion) the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities.

Piggyback Registrations. (a) From and after the date hereofexpiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand Demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 4.02 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided that any applicable Underwriting Agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 4.02 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders provided that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.14.01.

Piggyback Registrations. (a) From and after the date hereofIf, subject other than pursuant to the terms and conditions hereofSection 2.1, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan, (iii) on so long as a Shelf Registration Statement shelf registration statement is effective and available pursuant to Section 2.1(h) hereof, filed solely in connection with the issuance or resale of Common Stock issuable upon conversion, exercise or exchange of any securities of the Company or any of its Subsidiaries, where such convertible, exercisable or exchangeable securities were issued in, or as part of, a financing transaction, or (iv) filed pursuant to Section 4.1the terms of that certain warrant, dated September 25, 2008, issued by the Company to Wachovia Investment Holdings, LLC), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, 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 the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)2.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution elected by such Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least one year after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration shall count towards registrations required under Section 2.1. (which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in for its reasonable judgment, shall have determined, own account or by any Person (Bother than a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders, pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder; and (Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata rata, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after 2.5.1 For a period following the date hereof, subject issuance of Common Stock pursuant to the terms Subscription Agreement until Investor and conditions hereofits Affiliates, directly or indirectly, Beneficially Own less than five percent (5%) of the Company’s outstanding Common Stock, whenever the Company proposes to register the issuance or sale of any Company of its Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a for its own account or otherwise, and the registration form to be used by the Company may be used for the registration of the resale of Registrable Securities (ieach, a “Piggyback Registration”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback RegistrationRegistration Statement”), whether for its own account or for the account of others, the Company shall will give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to of the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject Holders and will use reasonable efforts to Section 4.2(b), the Company shall include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”in accordance with the priorities set forth in Sections 2.5.2 and 2.5.3 below) with respect to which the Company has received written requests (for inclusion, which written requests request shall specify the number of such Registrable Securities desired to be registered and be delivered within fifteen (15) days after the delivery of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration Statement at any time in its sole discretion. 2.5.2 If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be disposed included in the registration creates a substantial risk that the price per share of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration the primary securities will be reduced or that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) amount of the primary securities intended to be included on behalf of the Company thatwill be reduced, in its opinionthen the managing underwriter and the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the inclusion number of all the securities sought to that may be included in such Piggyback Registration by registration and underwriting shall include: (i) first, any securities that the CompanyCompany proposes to sell, and (ii) other Persons who have sought to have shares second, on a pro rata basis based on the total number of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised Registrable Securities held by such lead managing underwriter(s) can be sold without such an effectHolders, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) any Registrable Securities proposed to be sold by the Holders. 2.5.3 If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities and the managing underwriters advise the Company as in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such registration, on a pro rata basis based on the total number of Registrable Securities held by such Holders, any Registrable Securities proposed to be sold by the Holders. 2.5.4 In connection with any underwritten Piggyback Registration initiated by the Company, in its reasonable judgment, the Company shall have determinedthe right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, (B) secondincluding the lead managing underwriter. 2.5.5 All Registration Expenses incurred in connection with any registration, Registrable Securities qualification, exemption or compliance pursuant to Section 2.5.1 shall be borne by the Company. All Selling Expenses relating to the sale of Piggyback Sellers, pro rata securities registered by or on behalf of each Holder pursuant to Section 2.5.1 shall be borne by such Holder on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersso registered. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company's equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sCompany) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “"piggyback” " or other incidental or participation registration rights) such registration (such Persons being “"Other Demanding Sellers”"), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “"Other Proposed Sellers”"), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold Shares held by such Other Demanding Piggyback Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller Seller, the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s 's account, the Company shall not be required to include the a holder's Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Shareholders prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto); provided, however, that no notice shall be required so long as the Shareholders, collectively, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Shareholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Shareholder, within five days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by FIG LLC, the lead managing underwriter(sInitial Shareholder or any of its Permitted Transferees (to the extent a Shareholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback SellersSellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of Registrable Securities proposed to be sold Common Shares held by such Piggyback Sellers, Sellers and Other Demanding Sellers and (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered Common Shares held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereofexpiration of the First Step Restricted Period (but, subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any time, and from time to time, following the end date of the Lock-up Period, whenever the Company proposes (whether on its own behalf or for any Person) to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Shares under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, thereto or similar form that relates to a transaction subject to Rule 145 under the Securities Act or (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement thereto or (iv) pursuant to Section 4.1in connection with any employee stock option or other benefit plan) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Company Stockholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect theretothereto or five (5) Business Days with respect to any Non-Marketed Underwritten Offering). Such notice (each, a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) the Company’s Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock Shares (or other securities, as applicableif any), in each case to the extent then known. Subject to Section 4.2(b1.1(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders the Company Stockholders (each, a “Piggyback Seller”) with respect to which the Company has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback SellerSeller or two (2) Business Day with respect to any Non-Marketed Underwritten Offering. If a Company Stockholder determines not to include all of its Registrable Securities in any Registration Statement filed by the Company pursuant to this Section 1.1, such Company Stockholder shall continue to have the right to include any Registrable Securities in any subsequent Registration Statement as may be filed by the Company, all upon the terms and conditions herein. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities Company Shares sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely have a materially adverse affect on the proposed offering price, the timing, the distribution method, or the probability of success thereofof such offering, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities Company Shares as the Company is so advised in writing (email being sufficient) by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Shares to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of the Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller (provided that any Registrable Securities thereby allocated to a Piggyback Seller that exceed such Piggyback Seller’s request shall be reallocated among the remaining Piggyback Sellers in like manner), (C) third, shares of Shares the Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Shares proposed to be sold by any Other Proposed Sellers; or; (ii) if the Piggyback Registration relates to an offering other than for a Shelf Offering by the Company’s own accountDemanding Shareholder(s), then (A) first, such number of shares Registrable Securities sought to be registered by the Demanding Shareholder(s) and each Piggyback Seller, pro rata in proportion to the number of securities sought to be registered by all such Demanding Shareholder(s) and Piggyback Sellers, (B) second, Company Common Stock (or other securities, as applicable) Shares sought to be registered by each Other Demanding Seller Seller, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Shares to be sold by the Company and (DC) fourth, other shares Company Shares proposed to be sold by any Other Proposed Sellers. (iii) if the Piggyback Registration relates to an offering other than for the Company’s own account or the Demanding Shareholder(s), then (A) first, such number of Registrable Securities and Company Common Stock Shares sought to be registered by each Piggyback Seller and Other Demanding Seller, pro rata in proportion to the number of securities sought to be registered by all such Piggyback Sellers and Other Demanding Sellers, (B) second, Company Shares to be sold by the Company and (C) third, Company Shares proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.1, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting underwriting, so long as the same are on customary terms for transactions of such type, as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyCompany (after consultation with Piggyback Sellers and shall be reasonably acceptable to the Company Stockholders). (d) If, at any time after giving written notice of its the Company’s intention to register any shares of Company Common Stock (or other securities, as applicable) Shares as set forth in this Section 4.2 1.1 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Shares, the Company may, at its election, give written notice of such determination as soon as reasonably practicable to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided. Any Piggyback Seller shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 1.1 by giving written notice to the Company of its request to withdraw prior to the effective date of the registration statement filed in connection with such registration. (e) For the avoidance of doubt, that, if permitted any exercise of the rights set forth in Section 1.1 by the Company Stockholders shall not be deemed to be an exercise of any right pursuant to Section 4.11.2, including the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms last sentence of Section 4.11.2(d).

Piggyback Registrations. (a) From and after Each time the date hereof, subject to the terms and conditions hereof, whenever the Company Partnership proposes to register any Company Common Stock of its equity securities (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stockthan pursuant to an Excluded Registration) under the Securities Act for sale to 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 by rights) and the Company form of registration statement to be used (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on including a Shelf Registration Statement or (ivStatement) pursuant to Section 4.1) permits the registration of Registrable Securities, the Partnership shall give prompt written notice (a “Piggyback RegistrationRegistration Notice”), whether for its own account or for ) to each Holder and the account of others, the Company Existing Holders (which notice shall give all Demand Shareholders prompt written notice thereof (but be given not less than ten (10i) five Business Days prior to the anticipated filing by date or (ii) three Business Days prior to the Company with anticipated filing date in the Commission case of an 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 registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number or all of shares of Company Common Stock (its or other securitieshis Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) proposed hereof. Each such Holder who desires to be registered, the proposed date of filing of have its or his Registrable Securities included in such registration statement with shall so advise the Commission, the proposed means of distribution and the proposed managing underwriter(s) Partnership in writing (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify stating 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 H▇▇▇▇▇’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 disposed of by included therein; provided, however, that the Partnership may at any time withdraw or cease proceeding with any such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection registration if it shall at the same time withdraw or cease proceeding with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion registration of all the other equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities originally proposed to be sold by such Piggyback Sellersregistered. For the avoidance of doubt, (C) third, shares of Company Common Stock sought any registration or offering pursuant to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company 2.2 shall not be required to include the Registrable Securities of a Piggyback Seller in the considered an Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine Shelf Takedown for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms purposes of Section 4.12.1 of this Agreement.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto), provided, however, that no notice shall be required so long as the Stockholders, together, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within five days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by FIG LLC, the lead managing underwriter(sInitial Stockholder or any of its Permitted Transferees (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Piggyback Stockholders prompt written notice thereof (but not less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Stockholder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sInitial Stockholder or any of its Permitted Transferees (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 3.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 3.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.13.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not Demand Shareholders (other than the PIPE Registration Statement or a registration by the Company (i) on Form S-4 F-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Ordinary Shares, in each case to the extent then known. Subject to Section 4.2(bSections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities Company Ordinary Shares sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration pursuant to agreements entered into by the Company in accordance with Section 3.14 (such Persons Persons, if any, being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities Company Ordinary Shares as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Ordinary Shares to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold Shares then held by each such Piggyback SellersSeller (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (C) third, shares of Company Common Stock Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Ordinary Shares sought to be registered by each Other Demanding Seller and Piggyback Seller pro rata in proportion to based on the number of securities sought to be registered Registrable Shares then held by all such Other Demanding SellersSellers and Piggyback Sellers (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Ordinary Shares to be sold by the Company and (DC) fourththird, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for 1.2 that is initiated by the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected ; in connection with any Underwritten Offering under this Section 1.2 that is not initiated by the Company, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Majority in Interest of the Holders of Registrable Securities participating in such offering and the lead managing underwriter(s). (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) Ordinary Shares as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Ordinary Shares, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the provided that Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1. (e) Any time that a Piggyback Registration involves an Underwritten Offering that is initiated by the Company, the Company shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which of such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities and their respective economics; in the event that a Piggyback Registration involves an Underwritten Offering that is not initiated by the Company, the Majority in Interest of the Holders of Registrable Securities participating in such offering shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which of such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities and their respective economics; provided that such investment banker(s) and manager(s) shall be subject to the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed.

Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Parent Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company 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 theretothereto (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 Statement, (iv) in connection with any dividend or distribution reinvestment or similar plan or (ivv) pursuant to Section 4.15.1) (such registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders the Investor prompt written notice thereof (but not less than ten seven (107) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Parent Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company Parent of the proposed minimum offering price of such shares of Company Parent Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Investor with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellerthe Investor) for inclusion therein within ten four (104) days Business Days after such Piggyback Notice is received by such Piggyback Sellerthe Investor. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Common Stock sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Parent Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Investor and (iv) any other proposed sellers of shares of Company Parent Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success thereofof such Piggyback Registration, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Common Stock as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) to be sold by the Company as the CompanyParent, in its reasonable judgment, shall have determined, and (B) second, Registrable Securities of Piggyback the Investor and shares of Parent Common Stock sought to be registered by Other Demanding Sellers and by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Investor and the number of shares of Company Parent Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, shares of Parent Common Stock to be sold by Parent, and (C) third, Registrable Securities of Piggyback the Investor and shares of Parent Common Stock sought to be registered by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Parent Common Stock proposed to be sold by any the Investor and the number of shares of Parent Common Stock proposed to be sold by such Other Proposed Sellers. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account5.2, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller the Investor in the Underwritten Offering unless such Piggyback Seller the Investor accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected by the CompanyParent. (d) If, at any time after giving written notice of its intention to register any shares of Company Parent Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective5.2, the Company Parent shall determine for any reason not to register such shares of Company Parent Common Stock (or other securitiesStock, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof Investor and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto), (iii) on a Shelf Registration Statement or (ivz) pursuant to Section 4.1) or (ii) proposes to effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Shareholders prompt written notice thereof (but not less than ten (10) Business Days five business days prior to the filing by the Company with the Commission of any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock Piggyback Notice is a Shareholder, given within (or other securities, as applicable)A) one business day, in each the case to of any Block Trade Offering, or (B) three business days, in the extent then known. Subject to Section 4.2(b)case of any other offering, the Company shall include in each after such Piggyback Registration all Registrable Securities held Notice is received by Demand Shareholders such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 (which written requests shall specify the number of Registrable Securities requested for inclusion to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Notice is received by such Piggyback SellerRegistration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized investment bank selected by Shareholders holding a majority of the lead managing underwriter(sRegistrable Securities included in such Piggyback Registration, reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback SellersSellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of Registrable Securities proposed to be sold Common Shares held by such Piggyback Sellers, Sellers and Other Demanding Sellers and (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered Common Shares held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.,

Piggyback Registrations. (a) From and after If, at any time following the date hereoflast day of the Holding Period, subject to the terms and conditions hereof, whenever the Company (other than pursuant to Section 2.1) proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan, (iii) on a Shelf Registration Statement filed for an offering of debt that is convertible into equity securities of the Company, or (iv) pursuant to a Demand Registration in accordance with Section 4.12.1 hereof), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.2(b) hereof, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior use its reasonable best efforts to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received from any Holder written requests (for inclusion therein within 10 days following receipt of any Piggyback Notice by such Holder, which written requests request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 2 Business Days prior to the effective date of the 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. There is no limitation on the number of Piggyback Registrations pursuant to this Section 2.2 which the Company is obligated to effect. No Piggyback Registration shall count towards registrations required under Section 2.1. (b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, or by any Person (other than a Holder) exercising a contractual right to demand registration or to participate in its reasonable judgment, shall have determined, such demand registration on a primary basis (i.e. not on a piggyback basis) and (B) all holders of Other Securities requesting to be included in such registration pursuant to piggyback registration rights contained in the Registration Rights Agreement dated March 25, 2008 between the Company and the several investors listed on Schedule I thereto (which are affiliates of ▇▇▇▇▇▇ ▇. ▇▇▇ Advisors, LLC and The ▇▇▇▇▇▇▇ Sachs Group, Inc.) (as amended by Amendment No. 1 thereto dated May 18, 2011, the “Existing Registration Rights Agreement”); and (ii) second, among all Holders of Registrable Securities and any other holders of Piggyback SellersOther Securities requesting to be included in such registration, pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Holder and the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, until the expiration of the Effectiveness Period, in the event a Registration Statement covering all Registrable Securities is not effective, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form theretoS-4, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.12, the foregoing, each, an “Excluded Registration Statement”) or conduct an Underwritten Offering pursuant to a then-effective registration statement (other than an Excluded Registration Statement) (any such registration or offering, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders each Holder prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement or prospectus supplement, as applicable, with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registeredregistered or offered, as applicable, the proposed date of filing of such registration statement or prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b3(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders each Holder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights granted by the Company to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons Persons, being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, a pro rata number of shares of Common Stock to consist of (y) Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, and (z) shares of Common Stock held by Other Demanding Sellers having rights of registration on parity with the Piggyback Sellers with respect to such offering (in each case, based on the number of shares of Common Stock properly requested to be included in such offering), (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, Sellers not otherwise encompassed by clause (B) of this Section 3(b)(i) pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers Sellers, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 3 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the reasonable and customary terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyCompany (subject to such lead managing underwriter(s) being reasonably acceptable to the Piggyback Sellers, such acceptance not to be unreasonably withheld, delayed or conditioned). (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 3 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and If at any time after the date hereof16-month anniversary of the Closing, subject to the terms and conditions hereof, whenever the Company proposes to register any for sale by the Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act any of its equity securities (other than a registration by the Company (i) on Form S-4 or any successor form theretoForm S-8, (ii) on Form S-8 or any successor form theretoor similar forms), (iii) on a Shelf Registration Statement or (iv) any shares pursuant to a Demand Registration under Section 4.12.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company will each such time promptly give written notice to all Shareholders who beneficially own any Registrable 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 terms and conditions as the securities of the Company or other Shareholders included in such offering, all Registrable Securities that the Company has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration pursuant to this Section 2.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) Ifif, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, the Company shall determine for any reason not to register such shares equity securities (or, in the case of Company Common Stock (or other securitiesa Demand Registration, as applicablewhere ▇▇▇▇▇▇▇▇▇ so determines), the Company may, at its electionelection (or, in the case of a Demand Registration, where ▇▇▇▇▇▇▇▇▇ so determines, the Company shall), give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon 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 particular withdrawn or abandoned Piggyback registration, and (ii) in case of a determination by the Company to delay registration of its equity securities (or, in the case of a Demand Registration; provided, that, if permitted pursuant to Section 4.1▇▇▇▇▇▇▇▇▇ so determines), the Demand Shareholders may continue Company shall be permitted to (or, in the registration as case of a Demand Registration where ▇▇▇▇▇▇▇▇▇, 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) and (ii) shall not relieve the Company of its obligations under Section 2.2). In the case of 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 terms request of Section 4.1the Company (or, in the case of a Demand Registration, at the request of ▇▇▇▇▇▇▇▇▇), enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, the Company shall not be obligated to 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 the public by the requesting 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) From and after the date hereofIf, subject other than pursuant to the terms and conditions hereofSection 2.1, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act (with respect to an offering of Common Stock, whether or not for sale for its own account other than a registration by the Company (i) on Form S-4 S-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 any other registration form which may not be used for the registration or any successor form theretoqualification for distribution of Registrable Securities, (iii) on a Shelf Registration Statement filed solely in connection with any employee benefit or dividend reinvestment plan, (iv) pursuant a registration relating solely to Section 4.1a Rule 145 transaction under the Act, or (v) any at-the-market offerings in the aggregate not to exceed $50,000,000, 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 the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)2.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution set forth in such registration statement. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 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. No Piggyback Registration shall count towards registrations required under Section 2.1. (which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in for its reasonable judgment, shall have determined, own account or by any Person (Bother than a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders, pro rata (if applicable) as nearly as practicable, based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder; and (Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata as nearly as practicable, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for In the case of an offering initiated by the Company as a primary offering on behalf of the Company’s account, nothing contained herein shall prohibit the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) Iffrom determining, at any time after giving written notice of its intention time, not to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the file a registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, thator, if permitted pursuant filed, to Section 4.1, withdraw such registration or terminate or abandon the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1offering related thereto.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 S‑4 or any successor form thereto, (ii) on Form S-8 S‑8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sCompany) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold Shares held by such Other Demanding Piggyback Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller Seller, the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.

Piggyback Registrations. (a) From and At any time after the 180th day after the date hereofof the closing of the initial public offering by the Company of the Common Stock, subject so long as the Investors and their Affiliates hold at least 25% of the Registrable Stock originally issued pursuant to the terms and conditions hereofPurchase Agreement, whenever if the Company proposes to register any Company Common Stock (of its common equity securities or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) convertible into its common equity securities under the Securities Act (other than a registration by the Company pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or any successor form theretoform, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement an offering of securities in connection with an employee benefit, share dividend, share ownership or (ivdividend reinvestment plan) pursuant and the registration form to Section 4.1) (a “Piggyback Registration”), whether for its own account or be used may be used for the account registration of othersRegistrable Stock, the Company shall will give all Demand Shareholders prompt written notice thereof to all holders of Registrable Stock of its intention to effect such a registration (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (each a “"Piggyback Notice”") shall specify the number of shares of Company Common Stock (or other securitiesand, as applicablesubject to subparagraph 3(c) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)below, the Company shall will include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Stock with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such the date of sending the Piggyback Notice (a "Piggyback Registration"), unless, if the Piggyback Registration is received by not an underwritten offering, the Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration the managing underwriters advise the Company that, the inclusion of Registrable Stock would adversely interfere with such Piggyback Selleroffering, affect the Company's securities in the public markets or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion. (b) If, in connection with If a Piggyback Registration that involves is a primary registration on behalf of the Company and, if the Piggyback Registration is not an Underwritten Offeringunderwritten offering, the lead Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration, the managing underwriter(s) advise(s) underwriters advise the Company that, in its opinion, that the inclusion number of all the securities sought requested to be included in such Piggyback Registration by registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such registration (i) first, the Company, securities the Company proposes to sell and (ii) other Persons who have sought second, the Registrable Stock requested to have shares of Company Common Stock registered be included in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) requested to be sold by the Company as the Company, included in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellerssuch registration, pro rata on among the basis of the number holders of Registrable Securities proposed to be sold by Stock requesting such Piggyback Sellers, (C) third, shares registration and the holders of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata such other securities on the basis of the number of shares of Company Common such Registrable Stock proposed to be sold and other securities requested for inclusion in such registration by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orholder. (iic) If a Piggyback Registration is a secondary registration on behalf of holders of the Company's securities other than the holders of Registrable Stock, and, if the Piggyback Registration relates to is not an offering other than for underwritten offering, the Company’s own accountCompany determines that, then (A) firstor in the case of an underwritten Piggyback Registration, such number of shares of the managing underwriters advise the Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to that the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration the securities requested to be included therein by all the holders requesting such Other Demanding Sellers, (B) second, registration and the Registrable Securities of Piggyback SellersStock requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of such Registrable Stock and other securities requested for inclusion in such registration by each such holder. (d) In the case of an underwritten Piggyback Registration, the Company Common Stock will have the right to be sold select the investment banker(s) and manager(s) to administer the offering. If requested by the underwriters for any underwritten offerings by Holders, under a registration requested pursuant to Section 2(a), the Company will enter into a customary underwriting agreement with such underwriters for such offering, to contain such representations and warranties by the Company and (D) fourthsuch other terms which are customarily contained in agreements of this type. The Holders shall be a party to such underwriting agreement and may, other shares at their option, require that any or all of Company Common Stock proposed the conditions precedent to the obligations of such underwriters under such underwriting agreement be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for conditions precedent to the Company’s account, the Company obligations of Holders. The Holders shall not be required to include make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Holders, the Holders' right and interest in the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company Stock and the lead managing underwriter(s), which shall be selected Holders' intended method of distribution and any other representation or warranties required by the Companylaw. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 5.3 or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Equity Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) pursuant to a Registration Statement on Form S-4 S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any successor form theretoemployee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-8 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor form rule thereto, ) or (iii) on a Shelf Registration Statement in connection with any dividend or (iv) pursuant to Section 4.1) (a “Piggyback Registration”distribution reinvestment or similar plan), whether for its own account or for the account of othersone or more stockholders of the Company (other than the Holders of Registrable Securities) (a “Piggyback Registration”), the Company shall give all Demand Shareholders prompt written notice thereof to each Holder of Registrable Securities of its intention to effect such a registration (but not in no event less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commissionapplicable Registration Statement) and, the proposed means of distribution and the proposed managing underwriter(s) (if anysubject to Sections 5(b) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable5(c), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Statement and in any offering of Equity Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the be made pursuant to such Registration Statement that number of Registrable Securities requested to be disposed of sold in such offering by such Piggyback Seller) Holder for the account of such Holder, provided that the Company has received a written request for inclusion therein within ten (10) days after from such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other Holder no later than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon business days after the date on which the Company has given notice of the Piggyback Registration to the Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holders of Registrable Securities shall be relieved notified by the Company of its obligation and shall have the right, but not the obligation, to register participate in any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted offering pursuant to Section 4.1such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), the Demand Shareholders may continue the registration as a Demand Registration pursuant subject to the terms of Section 4.1same limitations that are applicable to any other Piggyback Registration as set forth above.

Piggyback Registrations. (a) From and after the date hereofexpiration of the transfer restrictions set forth in Section 1.2, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Parent Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company 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 theretothereto (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 for an offering solely of debt that is convertible into an Equity Interest of Parent, (iv) in connection with any dividend or distribution reinvestment or similar plan or (ivv) pursuant to Section 4.13.1) (such registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders the Trustees prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Parent Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company Parent of the proposed minimum offering price of such shares of Company Parent Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b)3.2(b) and the expiration of the transfer restrictions set forth in Section 1.2, the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Trustees with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellerthe Trustees) for inclusion therein within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Sellerthe Trustees. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Common Stock sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Parent Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Trustees and (iv) any other proposed sellers of shares of Company Parent Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success thereofof such Piggyback Registration, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Common Stock as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) to be sold by the Company as the CompanyParent, in its reasonable judgment, shall have determined, and (B) second, Registrable Securities of Piggyback the Trustees and shares of Parent Common Stock sought to be registered by Other Demanding Sellers and by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Trustees and the number of shares of Company Parent Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) sought to be registered by each the Other Demanding Seller pro rata in proportion Sellers and (B) second, shares of Parent Common Stock to be sold by Parent, Registrable Securities of the number Trustees and shares of securities Parent Common Stock sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Parent Common Stock proposed to be sold by any Parent, the Trustees and such Other Proposed Sellers. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account3.2, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller the Trustees in the Underwritten Offering unless such Piggyback Seller accepts the Trustees accept the terms of the underwriting as agreed upon in good faith between the Company Parent and the lead managing underwriter(s), which shall be selected by the CompanyParent. (d) If, at any time after giving written notice of its intention to register any shares of Company Parent Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective3.2, the Company Parent shall determine for any reason not to register such shares of Company Parent Common Stock (or other securitiesStock, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof Trustees and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and Other than in connection with the filing of a registration statement or an offering pursuant to Section 6.1 or Section 6.3 of this Agreement, if at any time commencing one year after the date hereof, subject to the terms and conditions hereof, whenever of this Agreement the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company file (i) on Form S-4 a prospectus supplement to an effective Shelf Registration Statement, or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a registration statement other than a Shelf Registration Statement for a delayed or (iv) continuous offering pursuant to Section 4.1) Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities other than the holders of Registrable Securities, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggyback Registration”), whether for its own account then as soon as practicable but not less than fifteen (15) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggyback Registration pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggyback Registration pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or for (c) such registration statement, as the account of otherscase may be, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior of such proposed Piggyback Registration to the filing by the Company with the Commission holders of any registration statement with respect thereto). Such Registrable Securities and such notice (a “Piggyback Notice”) shall specify offer the holders of Registrable Securities the opportunity to include in such Piggyback Registration such number of shares Registrable Securities as each such holder of Registrable Securities may request in writing. Each such holder of Registrable Securities shall then have ten (10) days after receiving such Piggyback Notice to request in writing to the Company Common Stock inclusion of Registrable Securities in the Piggyback Registration, except that such holder of Registrable Securities shall have two (2) Business Days after such holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggyback Registration in the case of a “bought deal”, “registered direct offering” or other securities“overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a holder of Registrable Securities received within the specified time (a “Piggyback Seller”), as applicable) proposed the Company shall use commercially reasonable efforts to effect the registration in any registration statement of any of the holders of Registrable Securities requested to be registeredincluded on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Piggyback Seller shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Piggyback Seller shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. (b) If the Company does not qualify as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act), (i) commencing one year after the date of this Agreement, the proposed date Company shall give each holder of Registrable Securities fifteen (15) days’ notice prior to filing a Shelf Registration Statement and, upon the written request of any such registration statement with the Commissionholder, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate received by the Company of the proposed minimum offering price within ten (10) days of such shares of Company Common Stock (or other securities, as applicable), in each case notice to the extent then known. Subject to Section 4.2(b)such holder, the Company shall include in each such Piggyback Shelf Registration all Registrable Securities held by Demand Shareholders (Statement a “Piggyback Seller”) with respect number of Ordinary Shares equal to which the Company has received written requests (which written requests shall specify the aggregate number of Registrable Securities requested to be disposed included without naming any requesting holder of Registrable Securities as a selling shareholder and including only a generic description of the holder of such securities (the “Undesignated Registrable Shares”), (ii) the Company shall not be required to give notice to any holder of Registrable Securities in connection with a filing pursuant to Section 6.1(a) unless such holder provided such notice to the Company pursuant to this Section 6.1(b) and included Undesignated Registrable Shares in the Shelf Registration Statement related to such filing, and (iii) commencing one year after the date of this Agreement, at the written request of a holder of Registrable Securities given to the Company more than seven (7) days before the date specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggyback Registration (or such shorter period to which the Company in its sole discretion consents), the Company shall use commercially reasonable efforts to effect the registration of any of the Undesignated Registrable Shares of a holder of Registrable Securities so requested to be included and shall file a post-effective amendment or, if available, a prospectus supplement to a Shelf Registration Statement to include such Undesignated Registrable Shares as any such holder may request, provided that (a) the Company is actively employing its reasonable best efforts to effect such Piggyback SellerRegistration; and (b) for inclusion therein within ten the Company shall not be required to effect a post-effective amendment more than two (102) days after such Piggyback Notice is received by such Piggyback Sellertimes in any twelve (12) month period. (bc) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock Ordinary Shares (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock Ordinary Shares (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Ordinary Shares to be sold by the Company and (D) fourth, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers. (cd) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (de) If, at any time after giving written notice of its intention to register any shares of Company Common Stock Ordinary Shares (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock Ordinary Shares (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.16.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.16.1.

Piggyback Registrations. (a) From and after Each time the date hereof, subject to the terms and conditions hereof, whenever the Company Partnership proposes to register any Company Common Stock of its equity securities (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stockthan pursuant to an Excluded Registration) under the Securities Act for sale to 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 by rights) and the Company form of registration statement to be used (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on including a Shelf Registration Statement or (ivStatement) pursuant to Section 4.1) permits the registration of Registrable Securities, the Partnership shall give prompt written notice (a “Piggyback RegistrationRegistration Notice”) to each Holder (in the case of a registration for the account the Partnership, provided that such Holder holds at the time of such Piggyback Registration Notice at least 10% of the OpCo Common Units and Class B Common Units issued under the Purchase Agreement (or if such units have been exchanged for Common Units, such equivalent number of Common Units received upon such exchange) (such 10% amount or equivalent number, the “Piggyback Threshold”), whether for its own account provided that such Piggyback Threshold shall not apply to NGP Energy Capital Management, L.L.C. or for the account of others, applicable controlled Affiliate thereof) and the Company Existing Holders (which notice shall give all Demand Shareholders prompt written notice thereof (but be given not less than ten (10i) five Business Days prior to the anticipated filing by date or (ii) three Business Days prior to the Company with anticipated filing date in the Commission case of an 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 registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number or all of shares of Company Common Stock (its or other securitieshis Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) proposed hereof. Each such Holder who desires to be registered, the proposed date of filing of have its or his Registrable Securities included in such registration statement with shall so advise the Commission, the proposed means of distribution and the proposed managing underwriter(s) Partnership in writing (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify stating 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 H▇▇▇▇▇’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 disposed 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 by such Piggyback Seller) all other equity securities originally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerpurposes of Section 2.1 of this Agreement. (b) IfWith respect to any registration pursuant to Section 2.2(a), in connection with a Piggyback Registration that involves an Underwritten Offering, if the lead managing underwriter(s) advise(s) advise the Company that, in its opinion, Partnership that the inclusion of all the amount of securities sought (including Registrable Securities) requested to be included in such Piggyback the Registration by (i) Statement will have a Material Adverse Effect, the CompanyPartnership shall so advise all Holders, (ii) other Persons who have sought to have shares the Pre-IPO Holders and the Existing Holders of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to soRegistrable Securities, Pre-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers IPO Registrable Securities and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”)Existing Registrable Securities, as applicable, that would otherwise be underwritten pursuant hereto, and the case amount of securities that may be, would adversely affect the success thereof, then the Company shall include be included in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can underwriting shall be sold without such an effect, as follows and in the following order of priority:allocated, (i) if in the Piggyback Registration relates to an offering case of a registration for the Company’s own accountaccount of the Partnership, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by include the Company as securities the Company, in its reasonable judgment, shall have determinedPartnership proposes to register, (B) second, Registrable Securities of Piggyback Sellers, pro rata on among the basis of participating 2019 Registration Rights Holders and the number of Registrable Securities proposed participating Pre-IPO Holders according to be sold by such Piggyback Sellersthe priority set forth in the 2019 Registration Rights Agreement, (C) third, shares among the participating 2022 Registration Rights Holders according to the priority set forth in the 2022 Registration Rights Agreement, (D) fourth, among the participating May 2023 Registration Rights Holders according to the priority set forth in the May 2023 Registration Rights Agreement, (E) fifth, among the participating September 2023 Registration Rights Holders according to the priority set forth in the September 2023 Registration Rights Agreement, (F) sixth, among the participating Holders, as nearly as possible, on a pro rata basis based on the total amount of Company Common Stock sought Registrable Securities requested by such Holders to be registered by Other Demanding Sellersincluded in such underwriting and (G) seventh, among any other Persons pursuant to contractual registration rights, as nearly as possible, on a pro rata basis; and (ii) in the case of a registration for the account of the Existing Holders, the Pre-IPO Holders or any other Persons pursuant to contractual registration rights, (A) first, among the participating Existing Holders and the participating Pre-IPO Holders according to the priority set forth in the 2019 Registration Rights Agreement, 2022 Registration Rights Agreement, May 2023 Registration Rights Agreement or September 2023 Registration Rights Agreement, as applicable, (B) second, among the participating Holders, as nearly as possible, on a pro rata basis based on the basis total amount of the number of shares of Company Common Stock proposed Registrable Securities requested by such Holders to be sold by included in such Other Demanding Sellers underwriting, (C) third, to include the securities the Partnership proposes to register, if any, and (D) fourth, among any such other shares Persons pursuant to contractual registration rights, as nearly as possible, on a pro rata basis. If, as a result of Company Common Stock proposed the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (x) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Partnership and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to (i) make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Securities to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own accountor transferred free and clear of all liens, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellersclaims and encumbrances, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed such Person’s power and authority to be sold by effect such Piggyback Sellers, transfer and (C) third, shares of Company Common Stock such matters pertaining to compliance with securities laws as may be sold by reasonably requested or (ii) undertake any indemnification obligations to the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersPartnership or the underwriters with respect thereto except as otherwise provided in Section 2.7. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving Any Holder may deliver written notice of its intention to register any shares of Company Common Stock (or other securities, as applicablean “Opt-Out Notice”) as set forth in this Section 4.2 and prior to the time Partnership requesting that such Holder not receive from the registration statement filed in connection with such Partnership any Piggyback Registration is declared effectiveNotice; provided, the Company shall determine for however, that such Holder may later revoke any reason not to register such shares Opt-Out Notice in writing. Following receipt of Company Common Stock an Opt-Out Notice from a Holder (or other securities, as applicableunless subsequently revoked), the Company may, at its election, give written Partnership shall not deliver any notice of to such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted Holder pursuant to Section 4.1, the Demand Shareholders may continue the 2.2(a) and such Holder shall no longer be entitled to participate in any registration as a Demand Registration or offering pursuant to the terms of Section 4.12.2(a).

Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Parent Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company 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 theretothereto (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 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 (ivvi) pursuant to Section 4.1) (such registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders each Holder prompt written notice thereof (but not less than ten fifteen (1015) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Parent Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company Parent of the proposed minimum offering price of such shares of Company Parent Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Holders with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellereach Holder) for inclusion therein within ten (10) days Business Days after such Piggyback Notice is received by such Piggyback Sellereach Holder. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Common Stock sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Parent Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Holders and (iv) any other proposed sellers of shares of Company Parent Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success thereofof such Piggyback Registration, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Common Stock as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of the shares of Company Parent Common Stock (or other securities, as applicable) to be sold by the Company as the CompanyParent, in its reasonable judgment, shall have determined, and (B) second, the Registrable Securities of Piggyback the Holders and shares of Parent Common Stock sought to be registered by Other Demanding Sellers and by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Holders and the number of shares of Company Parent Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number the Registrable Securities of the Holders and shares of Company Parent Common Stock (or other securities, as applicable) sought to be registered by each the Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Sellers and any Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Parent Common Stock proposed to be sold by any the Holders and the number of shares of Parent Common Stock proposed to be sold by such Other Demanding Sellers and Other Proposed Sellers, and (B) second, the shares of Parent Common Stock to be sold by Parent. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account4.2, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller any Holder in the Underwritten Offering unless such Piggyback Seller H▇▇▇▇▇ accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected in good faith by the CompanyP▇▇▇▇▇. (d) If, at any time after giving written notice of its intention to register any shares of Company Parent Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective4.2, the Company Parent shall determine for any reason not to register such shares of Company Parent Common Stock (or other securitiesStock, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Parent Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not the Seller (other than a registration by the Company Parent (i) on Form S-4 F-4 or any successor form theretothereto or similar form that relates to a transaction subject to Rule 145 under the Securities Act, or (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement thereto or (iv) pursuant to Section 4.1in connection with any employee stock option or other benefit plan) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders Seller prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) Parent Ordinary Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock Parent Ordinary Shares (or other securities, as applicableif any), in each case to the extent then known. Subject to Section 4.2(b1.1(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (the Seller, except for any Registrable Securities that have been registered in a “Piggyback Seller”) Shelf Registration Statement and for which a Take-Down Notice has been provided, with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback the Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback the Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Ordinary Shares sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Common Stock Parent Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Seller and (iv) any other proposed sellers of shares of Company Common Stock Parent Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the proposed offering price, the timing, the distribution method, or the probability of success thereofof such offering, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Ordinary Shares as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Parent Ordinary Shares to be sold by the Company Parent as the CompanyParent, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback SellersSeller, (C) third, shares of Company Common Stock Parent Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Parent Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Parent Ordinary Shares proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Parent Ordinary Shares sought to be registered by each Other Demanding Seller and Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding SellersSellers and Seller, (B) second, Registrable Securities shares of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed Parent Ordinary Shares to be sold by such Piggyback Sellers, Parent and (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock Parent Ordinary Shares proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.1, the Company Parent shall not be required to include the Registrable Securities of a Piggyback the Seller in the Underwritten Offering unless such Piggyback the Seller accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected by the CompanyParent. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a the Shelf Registration Statement pursuant to Section 5.3 other than a Marketed Underwritten Shelf Offering or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration or any other Investor with respect to its Registrable Securities (such Persons Persons, collectively, being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, Sellers and shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers and the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers Sellers, and (DC) fourththird, other shares of Company Common Stock sought to be registered by Other Proposed Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock sought to be registered by Other Proposed Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective5.2, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders may continue the registration as a Demand Registration pursuant subject to the terms of Section 4.15.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereofof this Agreement, whenever if the Company at any time (other than pursuant to Section 2(a)) proposes to file (x) a Registration Statement to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Shares under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”)Act, whether for its own account or for the account of othersone or more holders of Common Shares other than the Searchlight Parties (the “Requesting Piggyback Shareholders”) or both (except with respect to a registration 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 5.04 of the Reorganization Agreement or (ii) on Form ▇-▇, ▇-▇ 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 prospectus supplement relating to the sale of Common Shares by 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 shall will give all Demand Shareholders prompt written notice thereof to the Searchlight Parties of its intention to do so (but such notice to be given not less than ten (10) Business Days prior to 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 with within ten (10) Business Days after the Commission giving of any registration statement with respect thereto). Such 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, to include Registrable Securities of the Searchlight Parties in the Piggyback Registration Filing (a “Piggyback NoticeRegistration Request”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company will use commercially reasonable efforts to cause the Registrable Securities of the Searchlight Parties as to which inclusion shall include have been so requested to be included in each such the Piggyback Registration Filing, all to the extent required to permit the sale or other disposition by the Searchlight Parties of such Registrable Securities held by Demand Shareholders so registered (a “Piggyback SellerRegistration”), 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) with respect to which the Company has received written requests shall be entitled to select the underwriters in its sole discretion and (which written requests ii) 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(c)). In the case of an underwritten offering, if the managing underwriter shall specify 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) first, 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), the number of Registrable Securities requested to be disposed included by the Selling 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 Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) IfPersons), up to the number that, in connection with 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 that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought Filing prior to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration any sales being made pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own accountFiling, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by in which case the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any 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 connection with such particular withdrawn or abandoned the Prospectus included in the related Registration Statement. For the avoidance of doubt, no Piggyback Registration; provided, that, if permitted Registration shall count toward the number of requests for a Demand Registration that the Selling Searchlight Parties are entitled to make pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.12(a).

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein therein, on the same terms and conditions as the other securities otherwise being sold pursuant to such registration statement, within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its reasonable opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so reasonably advised by such lead managing underwriter(s) can be sold without such an adverse effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, only if all of the securities referred to in clauses (A) through (C) have been included in such registration, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of shares of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller, and (C) third, shares only if all of Company Common Stock the securities referred to be sold by the Company in clauses (A) and (DB) fourthhave been included in such registration, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.2, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the provided that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1.

Piggyback Registrations. (a) From and after If, other than pursuant to Sections 6.18, Buyer proposes or is required to file a registration statement under the date hereof, subject Securities Act with respect to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other an offering of securities that are of the same class or series as any Registrable Securities that are Securities, whether or not shares of Company Common Stock) under the Securities Act for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form thereto, forms thereto or (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan) then the Buyer shall give prompt written notice of such proposed filing at least 15 days before the anticipated filing date (the “Piggyback Notice”) to the Seller (and each of its transferees, the Seller and each transferee being hereinafter referred to as a “Holder”). The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities (iiifor purposes of this Section 6.19, “Registrable Securities” shall be deemed to mean solely securities of the same type as those proposed to be offered by the Company for its own account) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)6.19(b) hereof, the Company Buyer shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company Buyer 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 part of the Registrable Securities from a Piggyback Registration at any time at least 2 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Buyer 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. (which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 6.19 are to be sold in an underwritten offering, the Holders shall specify the number of be permitted to include all Registrable Securities requested to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after registration in such Piggyback Notice is received by offering on the same terms and conditions as any Other Securities included therein; provided however, that if such Piggyback Seller. (b) If, in connection with offering involves a Piggyback Registration that involves an Underwritten Offering, firm commitment underwritten offering and the lead managing underwriter(s) advise(s) of such underwritten offering advise the Company thatHolders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with all other securities that the Buyer and any other Persons having rights to participate in its opinionsuch registration intend to include in such offering, exceeds the inclusion total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all the securities sought to such Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company Buyer or by any Person (other than a Holder) exercising a contractual right to demand registration (or priority piggyback registration pursuant to an agreement existing as of the Company, in its reasonable judgment, shall have determined, date hereof) pursuant to which such registration statement was filed; (Bii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders, pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder; and (Ciii) third, shares among any other holders of Other Securities requesting such registration, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities. (c) No registration of Registrable Securities effected pursuant to a request under this Section 6.19 shall be deemed to have been effected pursuant to Section 6.18 or shall relieve the Company Common Stock sought of its obligations under Section 6.18. (d) Seller may transfer or retain its rights and obligations under Sections 6.18 and 6.19 (in whole or in part) with respect to any Registrable Securities to any transferee (and any transferee may transfer or retain such rights and obligations with respect to any Registrable Securities to any subsequent transferee) without the prior written consent of the Buyer; provided, however, that the transferee must agree to be registered bound by Other Demanding Sellers, pro rata on the basis applicable terms of this Section 6.18 and 6.19 with respect to such Registrable Securities. Any such assignment shall be effective upon receipt by the Buyer of written notice from the transferring holder stating the name and address of any transferee and identifying the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on with respect to which the basis rights under this Agreement are being transferred together with such Registrable Securities and the nature of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersrights so transferred. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company Parent proposes (whether on its own behalf or for any Person) to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Parent Shares under the Securities Act (other than a registration by the Company Parent (i) on Form S-4 or any successor form thereto, thereto or similar form that relates to a transaction subject to Rule 145 under the Securities Act or (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement thereto or (iv) pursuant to Section 4.1in connection with any employee stock option or other benefit plan) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders Company Stockholders prompt written notice thereof (but not less than ten five (105) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect theretothereto or two (2) Business Days with respect to any Non-Marketed Underwritten Offering). Such notice (each, a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) Parent Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock Parent Shares (or other securities, as applicableif any), in each case to the extent then known. Subject to Section 4.2(b1.1(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders the Company Stockholders (each, a “Piggyback Seller”) with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten three (103) days Business Days after such Piggyback Notice is received by such Piggyback SellerSeller or one (1) Business Day with respect to any Non-Marketed Underwritten Offering. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Shares sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Common Stock Parent Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock Parent Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the proposed offering price, the timing, the distribution method, or the probability of success thereofof such offering, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Shares as the Company Parent is so advised in writing (email being sufficient) by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Parent Shares to be sold by the Company Parent as the CompanyParent, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of the Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller (provided that any Registrable Securities thereby allocated to a Piggyback Seller that exceed such Piggyback Seller’s request shall be reallocated among the remaining Piggyback Sellers in like manner), (C) third, shares of Company Common Stock Parent Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Parent Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Parent Shares proposed to be sold by any Other Proposed Sellers; or; (ii) if the Piggyback Registration relates to an offering other than for a Shelf Offering by the Company’s own accountDemanding Shareholder(s), then (A) first, such number of Registrable Securities sought to be registered by the Demanding Shareholder(s) and each Piggyback Seller, pro rata in proportion to the number of securities sought to be registered by all such Demanding Shareholder(s) and Piggyback Sellers, (B) second, shares of Company Common Stock (or other securities, as applicable) Parent Shares sought to be registered by each Other Demanding Seller Seller, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) secondthird, Registrable Securities shares of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed Parent Shares to be sold by such Piggyback Sellers, Parent and (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock Parent Shares proposed to be sold by any Other Proposed Sellers. (iii) if the Piggyback Registration relates to an offering other than for Parent’s own account or the Demanding Shareholder(s), then (A) first, such number of Registrable Securities and shares of Parent Shares sought to be registered by each Piggyback Seller and Other Demanding Seller, pro rata in proportion to the number of securities sought to be registered by all such Piggyback Sellers and Other Demanding Sellers, (B) second, shares of Parent Shares to be sold by ▇▇▇▇▇▇ and (C) third, other shares of Parent Shares proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.1, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected by the CompanyParent (after consultation with Piggyback Sellers). (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) Parent Shares as set forth in this Section 4.2 1.1 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company Parent shall determine for any reason not to register such shares of Company Common Stock (or other securitiesParent Shares, as applicable), the Company Parent may, at its election, give written notice of such determination as soon as reasonably practicable to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. Each time the Corporation elects to proceed with a proposed Distribution of any of its securities, the Corporation shall as soon as practicable deliver a Distribution Notice to each Investor that (ax) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock has an Ownership Percentage of 10% or more or (or any other securities that are y) is an “affiliate” of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Corporation pursuant to Rule 144 under the Securities Act (other than an “Affiliated Investor”). In such event, each such Affiliated Investor shall be entitled, by notice in writing given to the Corporation (a registration “Piggyback Registration Notice”) within five Business Days (except in the case of a “bought deal” in which case such Affiliated Investor shall have only two Business Days) after the receipt of any such Distribution Notice, to require that the Corporation cause that number of the Registrable Securities held by such Affiliated Investor (the Company “Participating Investor”) that represents up to 10% of the Registrable Securities to be sold in such Distribution (ithe “Piggyback Registrable Securities”) on Form S-4 or any successor form thereto, to be sold in such Distribution (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant such qualification being hereinafter referred to Section 4.1) (as a “Piggyback Registration”), whether for its own account or for the account . Any Distribution in respect of others, the Company which there is a Piggyback Registration shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company proceed in accordance with the Commission procedures set forth in Schedule B. If the size of any registration statement with respect thereto). Such notice (a “Piggyback the Distribution is increased or decreased from the size disclosed in the Distribution Notice”) shall specify , each Participating Investor shall, acting in its sole discretion, have 48 hours to adjust the number of shares its Piggyback Registrable Securities. Notwithstanding the foregoing: (a) the Corporation may at any time, and without the consent of Company Common Stock (or other securitiesthe Participating Investor(s), as applicable) proposed to be registered, abandon the proposed date of filing of such registration statement with Distribution in which the Commission, the proposed means of distribution and the proposed managing underwriter(sParticipating Investor(s) (if any) and has delivered a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration Notice; provided that the Corporation will pay all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Distribution Expenses in connection with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.abandoned Distribution; and (b) If, in connection with if the proposed Distribution is not completed within 180 days of a Piggyback Registration that involves an Underwritten OfferingNotice, any Piggyback Registration Notice delivered by the lead managing underwriter(sParticipating Investor(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought hereunder shall be deemed to be included in such Piggyback Registration by (i) withdrawn and the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company Corporation shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not again be required to include comply with the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as procedures set forth out in this Section 4.2 and prior 7.1 with respect to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1proposed Distribution.

Piggyback Registrations. (a) From On and after the date hereofclosing of an underwritten initial public offering of the Common Stock, subject to as long as the terms and conditions hereofHolders hold any Registrable Stock, whenever if the Company proposes to register any Company Common Stock (of its common equity securities or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) convertible into its common equity securities under the Securities Act whether or not for its own account (other than a registration by the Company pursuant to (i) a registration on Form S-4 or any successor form theretoform, or (ii) on Form S-8 an offering of securities in connection with an employee benefit, share dividend, share ownership or any successor dividend reinvestment plan) and 4 SERIES BB REG. RIGHTS AGREE. the registration form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or be used may be used for the account registration of othersRegistrable Stock, the Company shall give all Demand Shareholders prompt written notice thereof to all Holders of its intention to effect such a registration (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (each a “"Piggyback Notice”") shall specify the number of shares of Company Common Stock (or other securitiesand, as applicablesubject to subparagraph 3(c) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)below, the Company shall include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Stock with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such the date of receipt of the Piggyback Notice is received by (a "Piggyback Registration"), unless, in the case of an underwritten Piggyback Registration, pursuant to Section 3(b) the managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Stock would adversely interfere with such Piggyback Selleroffering. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion. (b) If, in connection with If a Piggyback Registration that involves an Underwritten Offering, is a primary underwritten registration and the lead managing underwriter(s) advise(s) underwriters advise the Company in writing that, in its their opinion, the inclusion number of all the securities sought requested to be included in such Piggyback Registration by registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such registration (i) first, the Companysecurities the Company proposes to sell, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”)second, (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) requested to be sold included therein, if any, by the Company as Series AA Holders and the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback SellersSeries CC Holders, pro rata among such Series AA Holders and Series CC Holders on the basis of the number of Registrable Securities proposed to be sold shares requested for inclusion by each such Piggyback SellersSeries AA Holder or Series CC Holder, and (Ciii) third, shares of Company Common the Registrable Stock sought requested to be registered included in such Registration by Other Demanding Sellersthe Holders of Registrable Stock and the securities requested to be included in such Registration by any other holder that has piggyback rights, pro rata on the basis of the number of shares of Company Common Registrable Stock proposed to be sold and other securities requested for inclusion in such registration by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orHolder or holder. (iic) If a Piggyback Registration is a secondary registration requested by other holders of the Company's securities and, if the Piggyback Registration relates to is an offering other than for underwritten Piggyback Registration and the Company’s own accountmanaging underwriters advise the Company in writing that, then (A) firstin their opinion, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by all the holders requesting such Other Demanding Sellersregistration, (B) second, Registrable Securities of Piggyback Sellersthe Series AA Holders and the Series CC Holders, pro rata among such holders requesting such registration, Series AA Holders and Series CC Holders on the basis of the number of Registrable Securities proposed shares of Common Stock of the Company requested for inclusion in such registration by each such holder requesting such registration, Series AA Holder or Series CC Holder and (ii) second, the securities requested to be sold included therein by such Piggyback Sellersany other holders with piggyback rights and by the Holders, (C) third, pro rata among the holders with piggyback rights and the Holders on the basis of the number of shares of Company Common Stock to be sold by of the Company and (D) fourth, other shares of Company Common Stock proposed to be sold requested for inclusion in such registration by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless each such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Companyholder or Holder. (d) If, at any time after giving written notice In the case of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such an underwritten Piggyback Registration is declared effectiveRegistration, the Company shall determine will have the right to select the investment banker(s) and manager(s) to administer the offering. If requested by the underwriters for any reason not underwritten offerings by Holders, under a registration requested pursuant to register such shares of Company Common Stock (or other securities, as applicableSection 2(a), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection will enter into a customary underwriting agreement with such particular withdrawn or abandoned Piggyback Registration; providedunderwriters for such offering, that, if permitted pursuant to Section 4.1, contain such representations and warranties by the Demand Shareholders may continue the registration as a Demand Registration pursuant to the Company and such other terms of Section 4.1.which are customarily contained in agreements

Piggyback Registrations. (ai) From and after the date hereof, subject to the terms and conditions hereof, whenever Each time that the Company proposes for any reason to register any Company of its Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities 1933 Act (a “Proposed Registration”), other than pursuant to a registration by the Company (i) statement on Form S-4 or any successor form thereto, (ii) on Form S-8 (or any similar or successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”forms), whether for its own account or for unless a registration statement has been previously filed (and not withdrawn) covering the account resale of othersall of the Registrable Securities, the Company shall promptly give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) of such Proposed Registration to each of the Investors (which notice shall specify be given not less than thirty (30) days prior to the expected effective date of the Company’s registration statement) and shall offer the Investors the right to include any of their Registrable Securities in the Proposed Registration. No registration pursuant to this Section 2(e) shall relieve the Company of its obligations to register Registrable Securities pursuant to Section 2(a). (ii) Each Investor shall have twenty (20) days from the date of receipt of the Piggyback Notice to deliver to the Company a written request specifying the number of shares Registrable Securities such Investor intends to sell and such Investor’s intended method of Company Common Stock (or other securities, as applicable) proposed disposition. Any Investor shall have the right to be registered, the proposed date of filing withdraw such Investor’s request for inclusion of such Investor’s Registrable Securities in any registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(spursuant to this Section 2(e) (if any) and a good faith estimate by giving written notice to the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then knownwithdrawal. Subject to Section 4.2(b)2(e)(iii) below, the Company shall include in each such Piggyback Registration registration statement all such Registrable Securities held by Demand Shareholders so requested to be included therein. (a “Piggyback Seller”iii) with respect to which If the managing underwriter or underwriters of any Proposed Registration involving Registrable Securities advises the Company has received written requests (which written requests that the total number of Registrable Securities that the Investors and any other Persons intend to include in the offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such underwritten offering shall specify include the number of Registrable Securities requested to be disposed of by that such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) underwriter or underwriters advises the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) writing can be sold without having such an material adverse effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates with such number to an offering for the Company’s own account, then be allocated (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellerspro rata among the Investors who have requested participation in such underwritten offering and (C) third, pro rata on among any other holders of Common Stock who have requested participation in such underwritten offering. The pro rata allocations for each Investor who has requested participation in such underwritten offering shall be the basis product of (a) the aggregate number of Registrable Securities proposed to be sold by all Investors in such Piggyback Sellers, underwritten offering multiplied by (Cb) third, shares of Company Common Stock sought to be registered the fraction derived by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and dividing (Dx) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold owned on the Closing Date by such Piggyback Sellers, Investor by (Cy) third, shares the aggregate number of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller owned on the Closing Date by all Investors participating in such underwritten offering. All participating Investors shall have the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention opportunity to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice share pro rata that portion of such determination priority allocable to the Piggyback Sellers within five (5any Investor(s) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1not so participating.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Parent Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not the Seller (other than a registration by the Company Parent (i) on Form S-4 F-4 or any successor form theretothereto or similar form that relates to a transaction subject to Rule 145 under the Securities Act, or (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement thereto or (iv) pursuant to Section 4.1in connection with any employee stock option or other benefit plan) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders Seller prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) Parent Ordinary Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock Parent Ordinary Shares (or other securities, as applicableif any), in each case to the extent then known. Subject to Section 4.2(b1.1(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (the Seller, except for any Registrable Securities that have been registered in a “Piggyback Seller”) Shelf Registration Statement and for which a Take-Down Notice has been provided, with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback the Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback the Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Ordinary Shares sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Common Stock Parent Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Seller and (iv) any other proposed sellers of shares of Company Common Stock Parent Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the proposed offering price, the timing, the distribution method, or the probability of success thereofof such offering, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Ordinary Shares as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Parent Ordinary Shares to be sold by the Company Parent as the CompanyParent, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback SellersSeller, (C) third, shares of Company Common Stock Parent Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Parent Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Parent Ordinary Shares proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Parent Ordinary Shares sought to be registered by each Other Demanding Seller and Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding SellersSellers and Seller, (B) second, Registrable Securities shares of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed Parent Ordinary Shares to be sold by such Piggyback Sellers, Parent and (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock Parent Ordinary Shares proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.1, the Company Parent shall not be required to include the Registrable Securities of a Piggyback the Seller in the Underwritten Offering unless such Piggyback the Seller accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected by the CompanyParent. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) Parent Ordinary Shares as set forth in this Section 4.2 1.1 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company Parent shall determine for any reason not to register such shares of Company Common Stock (or other securitiesParent Ordinary Shares, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers Seller within five three (53) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company If INFONET at any time proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file ----------------------- a registration statement under the United States Securities Act of 1933, as amended (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”"Securities Act"), with respect to any of its capital stock, -------------- whether or not for sale for its own account or account, on a form and in a manner which would permit registration of Class B Stock held by any Class A Stockholder, including, without limitation, Class B Stock which any Class A Stockholder may obtain by converting its Class A Stock as permitted by INFONET's restated certificate of incorporation (such shares of capital stock are herein referred to as the "Stock" and each of the Class A Stockholders are referred to as a ----- "Holder" and collectively the "Holders") for sale to the account of otherspublic under the ------ ------- Securities Act, the Company INFONET shall give all Demand Shareholders prompt written notice thereof (but of the proposed registration to each Holder not less later than ten (10) Business Days 30 days prior to the filing by the Company with the Commission of any such registration statement, it being understood that notice to the other Holders of the exercise of any demand registration right pursuant to Section 4(b) will constitute notice hereunder. Each Holder shall have the right to request that all or any part of its Stock be included in such registration statement with respect theretoby giving written notice to INFONET within 20 days after the giving of notice by INFONET (any Holder giving INFONET such notice requesting that shares of Stock owned by it be included in such proposed registration is hereinafter referred to as a "Piggybacking Holder"). Such notice ; provided, however, that (a “Piggyback Notice”i) shall specify if the ------------------- -------- ------- registration statement relates to an underwritten primary offering on behalf of INFONET and the prospective underwriters of such offering determine in good faith that the aggregate number of shares of capital stock of INFONET which all Piggybacking Holders and INFONET propose to include in such registration statement exceeds the number of shares of Company Common Stock (or other securitiescapital stock of INFONET that should be included therein, as applicable) proposed to be registeredINFONET will include in such registration, first, the proposed date of filing capital stock which INFONET proposes to sell and, second, the Stock of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback SellersPiggybacking Holders, pro rata among all such Piggybacking Holders, on the basis of the number relative amounts of Registrable Securities proposed Stock owned by all Piggybacking Holders (it being agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation in such registration of all Piggybacking Holders), and (ii) if the registration statement relates to an underwritten secondary offering on behalf of any other holder of capital stock of INFONET and the prospective underwriters determine in good faith that the aggregate amount of securities which all Piggybacking Holders and all such other holders propose to include in such registration exceeds the maximum amount of securities that should be included therein, INFONET will include in such registration the shares of Stock to be sold by for the account of such Piggyback Sellers, (C) third, other holders demanding registration and the shares of Company Common Stock sought to be registered by Other Demanding Sellersof such Piggybacking Holders, pro rata among all such holders and Piggybacking Holders, on the basis of the number relative amount of shares capital stock owned by all such holders and Piggybacking Holders. Shares of Company Common Stock proposed to be registered and sold by such Other Demanding Sellers and (Dpursuant to an underwritten offering for the account of any Piggybacking Holder pursuant to this Section 4(a) fourth, other shares of Company Common Stock proposed to shall be sold to prospective underwriters selected or approved by any Other Proposed Sellers; or (ii) if INFONET and on the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion terms and subject to the number conditions of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s accountone or more underwriting agreements negotiated among INFONET, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company Piggybacking Holders and the lead managing underwriter(s), which shall be selected by the Company. (d) If, prospective underwriters. INFONET may withdraw any registration statement at any time after giving written notice before it becomes effective, or postpone the offering of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior without obligation or liability to the time the registration statement filed in connection with such Piggyback Registration is declared effectiveany Holder, the Company provided that it shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of any such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon Piggybacking Holders. Any such withdrawal or postponing shall be relieved without prejudice to the rights of the Holders immediately to request that such registration be effected as a registration under Section 4(b) to the extent permitted thereunder. No registration of securities effected under this Section 4(a) shall relieve INFONET of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted effect a registration of securities pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.14(b).

Piggyback Registrations. (a) From and after the date hereofIf, subject other than pursuant to the terms and conditions hereofSection 2.1, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan, (iii) on so long as a Shelf Registration Statement shelf registration statement is effective and available pursuant to Section 2.1(h) hereof, filed solely in connection with the issuance or resale of Common Stock issuable upon conversion, exercise or exchange of any securities of the Company or any of its Subsidiaries, where such convertible, exercisable or exchangeable securities were issued in, or as part of, a financing transaction, or (iv) filed pursuant to Section 4.1the terms of that certain warrant, dated April 15, 2008, issued by the Company to Deutsche Bank Securities Inc.), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, 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 the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)2.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution elected by such Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 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. No Piggyback Registration shall count towards registrations required under Section 2.1. (which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in for its reasonable judgment, shall have determined, own account or by any Person (Bother than a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders, pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder; and (Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata rata, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. If at any time (a) From and after the date hereof, subject to the terms and conditions hereof, whenever either (i) the Company proposes to register any for sale by the Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act any Common Shares (other than a registration by the Company (i) on Form S-4 or Form S-8, or any successor form theretoor similar forms) in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, and (ii) on Form S-8 the FPC Shareholders or any successor form theretoFPC Affiliate Transferee or any other shareholder proposes to sell Registrable Securities in such registered sale, (iii) on a Shelf Registration Statement or (ivb) the Company proposes to register for sale by any FPC Shareholder or any FPC Affiliate Transferee to the public under the Securities Act any Registrable Securities, the Company shall each such time promptly give written notice to any Trust that beneficially owns any Registrable 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 5.1 (the “Piggyback Notice”). Subject to Section 5.1.4, the Company shall use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Common Shares proposed to be sold by the Company, the FPC Shareholders or FPC Affiliate Transferees and any other shareholder in such offering, 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 pursuant to this Section 4.1) (5.1.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof that (but not less than ten (10a) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) Ifif, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Shares, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon all Trusts who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; providedregistration, that, if and (b) in case of a determination by the Company to delay registration of its Common Shares the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Common Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 4.15.1.1, the Demand all Shareholders may continue the registration as a Demand Registration proposing to distribute their securities pursuant to this Section 5.1.1 shall, at the terms request of Section 4.1the Company, enter into an agreement in customary form with the underwriter or underwriters selected by the Company.

Piggyback Registrations. (a) From and after the date hereofIf, subject other than pursuant to the terms and conditions hereofSection 2.1, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan, (iii) on so long as a Shelf Registration Statement shelf registration statement is effective and available pursuant to Section 2.1(h) hereof, filed solely in connection with the issuance or resale of Common Stock issuable upon conversion, exercise or exchange of any securities of the Company or any of its Subsidiaries, where such convertible, exercisable or exchangeable securities were issued in, or as part of, a financing transaction, or (iv) filed pursuant to Section 4.1the terms of that certain warrant, dated April 15, 2008, issued by the Company to Deutsche Bank Securities Inc.), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, 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 the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)2.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution elected by such Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 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. No Piggyback Registration shall count towards registrations required under Section 2.1. (which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in for its reasonable judgment, shall have determined, own account or by any Person (Bother than a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities of Piggyback Sellers, requested to be included by the Holders,pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder; and (Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata rata, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than ten (10) Business Days 5 business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) 5 business days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company’s equity securities being sold in such Piggyback Registration. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Piggyback Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand Demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company. (c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 3.02 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided that any applicable Underwriting Agreement includes only customary terms and conditions. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 3.02 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant Registration (but not from its obligation to Section 4.1, pay the Demand Shareholders may continue the registration Registration Expenses in connection therewith as a Demand Registration pursuant to the terms of Section 4.1provided herein).

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, from and after the date that is one hundred eighty (180) days after the date of Closing, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.16.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.16.1.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 S‑4 or any successor form thereto, (ii) on Form S-8 S‑8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback SV:315627.6 1001640689v15 Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; oror SV:315627.6 1001640689v15 (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.

Piggyback Registrations. (a) From and If at any time after the date hereofExercise Commencement Date, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a Registration Statement under the Securities Act (other than a registration with respect to an offering by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of othersany of its security holders of any class of its common equity securities (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC or other form of limited purpose), (ii) a Registration Statement filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders or (iii) a Registration Statement filed in connection with an initial public offering of the Common Stock of the Company), then the Company shall give all Demand Shareholders prompt written notice thereof of such proposed filing to the Holders of Registrable Securities as soon as practicable (but not less in no event fewer than ten (10) Business Days prior to 15 days before the anticipated filing by date or 10 days if the Company with is subject to filing reports under the Commission of any registration statement with respect theretoExchange Act and able to use Form S-3 under the Securities Act). Such , and such notice (a “Piggyback Notice”) shall specify offer such Holders the opportunity to register such number of shares of Company Common Stock (or other securities, Registrable Securities as applicable) proposed each such Holder may request in writing not later than 5 days prior to be registered, the proposed anticipated filing date of filing the Registration Statement after receipt of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by written notice from the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested intended to be disposed of by such Piggyback SellerSelling Holder and the intended method of distribution thereof) for inclusion therein within ten (10a "Piggy-Back Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) 90 days after such Piggyback Notice is received by such Piggyback Seller. the effective date thereof or (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(sB) the Company that, in its opinion, consummation of the inclusion distribution by the Holders of all of the securities sought Registrable Securities covered thereby. The Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Securities requested to be included in such Piggyback a Piggy-Back Registration by (i) to be included on the Company, (ii) other Persons who have sought to have shares same terms and conditions as any similar securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”)security holder included therein, as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion subject to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as restrictions set forth in this Section 4.2 3(b), and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 3(b) by giving timely written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the registration statement filed Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.each registration