Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 3.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 3.03 and subject to the provisions of Sections 2.03(bSection 3.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable SecuritiesSecurities of such Participating Holder, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 2.03 3.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and 3.3 and, subject to the provisions of Sections 2.03(b) and (c)Section 3.3.2, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such RegistrationRegistration or sale. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwritersunderwriters and shall complete and execute all questionnaires, which powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Such underwriting agreement shall shall: (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents distribution and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by in the Registration Statement regarding such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s the net proceeds received by such Holder from such Underwritten Offeringoffering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If at any time or times after the date hereof the Company proposes shall seek to register any shares of its securities Common Stock under the Securities Act as contemplated by Section 2.03 and for sale to the public for its own account or on the account of others (except with respect to registration statements on Form X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), the Company will promptly give written notice thereof to all Holders. If within twenty (20) days after their receipt of such securities are to be distributed in an Underwritten Offering through notice one or more underwritersHolders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), will use its reasonable best efforts to arrange for effect the registration under the Securities Act of such underwriters to include Registrable Securities. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the same terms and conditions that apply to the other sellers in such Registration all the number of Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties offered, subject to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part offollowing sentence, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall in good faith agree to include in such offering in addition to any representations or warranties toamount to be registered for the account of the Company. In the case of the Company’s initial public offering of Common Stock, or agreements with if any limitation of the Company or number of shares of Registrable Securities to be registered by the underwriters Holders is required pursuant to this Section 2, the number of shares to be excluded shall be determined in connection with such underwriting agreement the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights, (ii) second, securities held by any Persons (other than representationsthe Holders) having contractual, warranties or agreements regarding incidental “piggyback” rights pursuant to an agreement which is not this Agreement, (iii) third, Registrable Securities (other than the LRG Piggyback Shares) sought to be included by the Holders (other than the LRG Holders) as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such Participating HolderHolders) and (iv) fourth, such Participating Holderthe LRG Piggyback Shares. In the case of any registered offering other than the Company’s title to the Registrable Securitiesinitial public offering of Common Stock, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability if any limitation of the applicable underwriting agreement as against such Participating Holder, receipt number of all consents and approvals with respect to the entry into such underwriting agreement and the sale shares of such Registrable Securities or any other representations required to be made registered by the Holders is required pursuant to this Section 2, the number of shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights, (ii) second, securities held by any Persons (other than the Holders) having contractual, incidental “piggyback” rights pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities sought to be included by the Holders as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingHolders).

Piggyback Registrations. If the Company at any time proposes to register under the Securities Act any Interests or any security convertible into or exchangeable or exercisable for Interests, whether or not for sale for its own account 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 public under the Securities Act, the Company shall give written notice of the proposed registration to each Equityholder not later than thirty (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 after the giving of such notice by the Company; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the 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 offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities which the Company proposes to register sell, second, the Registrable Interests of such Equityholders, pro rata among all such Equityholders on the basis of the relative percentage of Registrable 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 eliminate entirely the participation of the Equityholders), and third, the comparable securities of any additional holders of its securities under the Securities Act as contemplated by Section 2.03 and Company's securities, pro rata among all such holders on the basis of the relative percentage of such securities are held by each of them. Registrable Interests proposed to be distributed in registered and sold pursuant to an Underwritten Offering through one underwritten offering for the account of any Equityholder shall be sold to the prospective underwriters selected or more underwriters, approved by the Company shall, if requested by any Holder pursuant to Section 2.03 and on the terms and subject to the provisions conditions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the one or more underwriting agreement agreements negotiated between the Company and such the prospective underwriters, which underwriting agreement . Any Equityholder who holds Registrable Interests being registered in any offering shall (i) contain such representations and warranties by, and have the other agreements on the part of, the Company right to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all receive a copy of the conditions precedent to the obligations form of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and shall have an opportunity to hold discussions with the sale lead underwriter of the terms of such Registrable Securities underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingEquityholder.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 5.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 5.3 and subject to the provisions of Sections 2.03(b) and (cSection 5.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingOffering and with respect to liability for information, shall be limited to information provided by such Holder in writing for use in the related Prospectus and Registration Statement.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating HolderHolder and the information provided by such Holder that is included in the Registration Statement, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register In connection with any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwritersof shares of the Company’s equity Securities pursuant to Section 2.04, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make include any representations Registrable Securities in such Underwritten Offering unless such selling Holders accept the terms of the Underwritten Offering as agreed upon between the Company and its underwriters. In connection with any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration pursuant to Section 2.04, if the managing underwriter or warranties tounderwriters of such proposed Underwritten Offering informs the Company in writing (a copy of which shall be provided to the Holders) that, in its or agreements with their opinion, the number of securities which such Holders and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be allocated (i) first, 100% of the securities proposed to be sold in such Underwritten Offering by the Company or (subject to Section 2.08) any Person (other than a Holder) exercising a contractual right to demand Registration, as the underwriters case may be, proposes to sell, and (ii) second, and only if all the securities referred to in connection clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such underwriting agreement other than representations, warranties or agreements regarding number to be allocated pro rata among the Holders that have requested to participate in such Participating Holder, Underwritten Offering based on the relative number of Registrable Securities then held by each such Participating Holder’s title Holder (provided that any securities thereby allocated to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, a Holder that exceed such Holder’s intended method request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, and only if all of distribution, absence of liens with respect to the Registrable SecuritiesSecurities referred to in clause (ii) have been included in such Underwritten Offering, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder securities eligible for inclusion in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act and/or applicable Canadian securities legislation as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder WP pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder WP among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingOffering (less underwriting discounts and commissions).

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.01 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 2.01 and subject to the provisions of Sections 2.03(b2.01(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company Issuer proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 6.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company Issuer shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 6.3 and subject to the provisions of Sections 2.03(b) and (c6.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company Issuer to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company Issuer and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company Issuer to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with the Company Issuer or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(a), Section 2.03(b) and (cSection 2.03(c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 2.3 and subject to the provisions of Sections 2.03(b) and (cSection 2.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations that are customary in secondary underwritten public offerings or that are required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If In connection with any offering involving an underwriting of shares of the Company proposes Company’s capital stock pursuant to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters2.2, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make include any representations of the Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or warranties toin such other proportions as shall mutually be agreed to by all such selling Holders affected by such change. To facilitate the allocation of shares in accordance with the above provisions, or agreements with the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in connection with such underwriting agreement no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than representationssecurities to be sold by the Company) are first entirely excluded from the offering, warranties or agreements regarding (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such Participating offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering; provided that, if the number of Registrable Securities are so limited, no Person shall sell any shares of capital stock in such registration other than the Company and the Holders. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such Participating partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder’s title to the Registrable Securities”, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens and any pro rata reduction with respect to such “selling Holder” shall be based upon the Registrable Securities, enforceability aggregate number of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made owned by all Persons included in such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder “selling Holder,” as defined in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringthis sentence.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, ; such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 5.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 5.3 and subject to the provisions of Sections 2.03(b) and (cSection 5.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingOffering (less underwriting discounts and commissions).

Piggyback Registrations. If the Company proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingOffering (less underwriting discounts and commissions).

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.02 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 2.02 and subject to the provisions of Sections 2.03(b2.02(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s 's title to the Registrable Securities, such Participating Holder’s 's authority to sell the Registrable Securities, such Holder’s 's intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s 's net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 2.3 and subject to the provisions of Sections 2.03(b) and (cSection 2.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its commercially reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the . The aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net gross proceeds from such Underwritten OfferingOffering (less underwriting discounts and commissions).

Piggyback Registrations. If at any time or times after the date hereof the Company proposes shall seek to register any of its securities file a registration statement under the Securities Act as contemplated by Section 2.03 and with respect to an offering of shares of Common Stock to the public for its own account or for the account of others (except with respect to registration statements on Form S-4 or Form S-8 or another form not available for registering the Registrable Securities for sale to the public), the Company will promptly give written notice thereof to all holders of Registrable Securities (the “Holders”). If within twenty (20) days after their receipt of such securities are to be distributed in an Underwritten Offering through notice, one or more underwritersHolders request the inclusion of some or all of the Registrable Securities held by them in such registration statement, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), will use its reasonable best efforts to arrange for include such underwriters to include securities in such registration statement. In the case of any underwritten public offering, if the managing underwriter determines in good faith that market conditions require a limitation on the same terms and conditions that apply to the other sellers in such Registration all the number of Registrable Securities to be offered and sold by under such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties registration statement, subject to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part offollowing sentence, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make include in such registration statement Registrable Securities of the Holders in excess of the amount, if any, of shares of Common Stock which the managing underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any representations or warranties toamount to be registered for the account of the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, or agreements with the Company or number of such securities to be excluded from such registration statement shall be determined in the underwriters following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such securities in the registration statement, (ii) second, securities held by any Persons having contractual, incidental “piggyback” rights to include such securities on the registration statement pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities to be registered by the Holders as determined on a pro rata basis (based upon the relative number of Registrable Securities held by such Holders requesting inclusion pursuant to this Section 2); provided, that, in connection with such underwriting agreement other than representationsa Glencoe Demand Registration or a Sxxx Demand Registration, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable SecuritiesSecurities shall be excluded from such registration statement in accordance with the priorities set forth in Section 3(a)(iii) or 3(b)(iii), such Participating Holder’s authority as the case may be. Notwithstanding the foregoing, the Sxxx Holders shall not have any “piggyback” registration rights pursuant to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens this Section 2 with respect to any Glencoe Demand Registration which is not an underwritten public offering, nor shall the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals Glencoe Holders have any “piggyback” registration rights pursuant to this Section 2 with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall Sxxx Demand Registration which is not exceed such Participating Holder’s net proceeds from such Underwritten Offeringan underwritten public offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 4.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 4.3 and subject to the provisions of Sections 2.03(b) and (c4.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 2.03 2.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and 2.3 and, subject to the provisions of Sections 2.03(b) and (cSection 2.3(c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such RegistrationRegistration or sale. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwritersunderwriters and shall complete and execute all questionnaires, which underwriting agreement shall (i) contain such representations powers of attorney and warranties by, and other documents reasonably requested by the other agreements on underwriters or required under the part of, the Company to and for the benefit terms of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holdersarrangements. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s power and authority to sell the Registrable Securitieseffect such Transfer, information furnished by or on behalf of such Holder expressly for inclusion in any Registration Statement, U.S. Prospectus, Canadian Preliminary Prospectus, Canadian Prospectus or marketing materials, such Holder’s intended method of distribution, absence of liens such matters pertaining to such Holder’s compliance with respect to securities Laws as may be reasonably requested by the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents managing or lead underwriter or underwriters and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating the Holder under applicable law, rule or regulationas are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringthe sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Piggyback Registrations. If the Company proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 2.02 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 2.02 and subject to the provisions of Sections 2.03(b2.02(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties warranties, or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule rule, or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company Parent proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 2.02 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company Parent shall, if requested by any Holder pursuant to Section 2.03 2.02 and subject to the provisions of Sections 2.03(b) and (cSection 2.02(b), use its commercially reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company Parent to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with with, the Company Parent or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Parent), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, ; such Participating Holder’s 's title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s 's intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s 's net proceeds from such Underwritten Offering.

Piggyback Registrations. (a) If at any time after the Company expiration if 180 days after the consummation of the Merger, Buyer proposes to register any of its securities the Buyer Common Stock under the Securities Act as contemplated by Section 2.03 and such securities are the registration form to be distributed used can be used to register the resale of the Common Stock (other than a registration statement (A) on Form S-8 or any successor form relating to securities issuable pursuant to any benefit plan or (B) on Form S-4, or any successor form to each such form relating to an exchange offer or relating to a transaction pursuant to Rule 145 of the Act), Buyer shall promptly give the Sole Shareholder written notice of such determination to effect such a registration not later than twenty (20) days prior to the anticipated date of filing with the Securities and Exchange Commission (the "Commission") of the registration statement. Upon the written request of the Sole Shareholder given within fifteen (15) days after mailing of any such notice by Buyer, as part of the registration to which such notice relates, Buyer shall use its best efforts to cause to be registered under the Securities Act all of the shares of Buyer Common Stock to be received by the Sole Shareholder in the Merger (the "Registrable Securities") that the Sole Shareholder has requested to be registered. The Sole Shareholder shall be entitled to participate in two "piggyback" registrations of the Registrable Securities pursuant to this Section. A registration will not count as a permitted registration until it has become effective. (b) If the registration of which Buyer gives notice is for a registered public offering involving an Underwritten Offering through one or more underwritersunderwriting, then Buyer shall so advise the Sole Shareholder as a part of such written notice. In such event, the Company shallright of the Sole Shareholder to registration pursuant to this Section shall be conditioned upon the Sole Shareholder's agreeing to participate in such underwriting upon the terms and conditions as shall be negotiated by Buyer, and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. The Sole Shareholder shall (together with Buyer) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Buyer. Notwithstanding any other provisions of this Section, if requested by any Holder pursuant the underwriter determines in writing, in its sole and absolute discretion, that marketing factors require a limitation of the number of shares to Section 2.03 be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and subject to underwriting in accordance with the provisions of Sections 2.03(b) and (c)this Section; provided, use its reasonable best efforts to arrange however, that if any securities are being offered for such underwriters to include on the same terms and conditions that apply to account of any holder of Buyer's securities other than the other sellers Sole Shareholder, the reduction in the number of Registrable Securities included in such Registration all registration shall not represent a greater percentage of the amount of Registrable Securities originally requested to be offered registered and sold by in such Holder among registration than the lowest percentage reduction imposed upon any holder of Buyer's securities other than the Sole Shareholder. If the Sole Shareholder disapproves of the Company terms of any such underwriting, then the Sole Shareholder may elect to be distributed withdraw therefrom by written notice to Buyer and the underwriter. Any securities so excluded or withdrawn from such underwriters in such Registration. The Participating Holders underwriting shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds withdrawn from such Underwritten Offeringregistration.

Piggyback Registrations. If at any time Company proposes to register under the Securities Act the issuance or sale of any of its securities, whether or not for sale for its own account and other than pursuant to a Demand Registration or Demand Takedown, on a form and in a manner which would permit registration of the Registrable Securities held by the Holders for sale to the public under the Securities Act, the Company shall give written notice of the proposed registration to the Holders not later than five (5) calendar days prior to the filing thereof. Each Holder shall have the right to request that all or any part of its Registrable Securities be included in such registration. Each Holder can make such a request by giving written notice to the Company within two (2) calendar days after the receipt of such notice by the Holders; provided, however, that if the registration is an Underwritten Offering and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all 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 shall include in such registration, first, the securities that the Company proposes to register sell, second, the Registrable Securities of such Holders, pro rata among all such Holders on the basis of the relative percentage of Registrable Securities owned by all Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Holders), and third, the comparable securities of any additional holders of its securities under the Securities Act as contemplated by Section 2.03 and Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities are held by each of them. Registrable Securities proposed to be distributed in registered and sold pursuant to an Underwritten Offering through one for the account of any Holder shall be sold to the prospective underwriters selected or more underwriters, approved by the Company shall, if requested by any Holder pursuant to Section 2.03 and on the terms and subject to the provisions conditions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the one or more underwriting agreement agreements negotiated between the Company and such the prospective underwriters, which underwriting agreement . Any Holder who holds Registrable Securities being registered in any offering shall (i) contain such representations and warranties by, and have the other agreements on the part of, the Company right to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all receive a copy of the conditions precedent to the obligations form of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and shall have an opportunity to hold discussions with the sale lead underwriter of the terms of such Registrable Securities underwriting agreement. The Company may withdraw any registration statement under this Section 3 at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the Company proposes to register filing of any of its securities registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating solely to the sale of securities to participants in a Company stock plan or relating solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or that do not include substantially the same information as contemplated by Section 2.03 and such securities are would be required to be distributed included in a registration statement covering the sale of the Registrable Securities) and will afford each such Holder an Underwritten Offering through one or more underwritersopportunity to include in such registration statement up to fifty percent (50%) of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement up to fifty percent (50%) of the Registrable Securities held by it shall, within ten (10) days after delivery of the above-described notice from the Company, so notify the Company in writing, in which event the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c)this Section 2, use its reasonable best efforts to arrange for cause to be registered under the Securities Act all of the Registrable Securities that each such underwriters Holder has requested to be registered. If a Holder decides not to include on all of its Registrable Securities in any registration statement thereafter filed by the same Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Notwithstanding any other provision of the Agreement, if the underwriter managing the registration determines in good faith and notifies the Company in writing that apply marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders requesting registration; and third, to any shareholder of the Company (other sellers than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the Holders included in the registration below ten percent (10%) of the total amount of securities included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration all Expenses of such withdrawn registration shall be borne by the Company. In the event the total number of shares of Registrable Securities to be offered and sold included in a registration by such Holder among all Holders under this Section 2 is limited pursuant to the securities provisions of the Company preceding paragraph, such limited total amount shall be allocated among such Holders of Registrable Securities to be distributed included in proportion to the amount of Registrable Securities then held by each such Holder. All Holders distributing their Registrable Securities through an underwriting described in this Section 2 shall enter into an underwriting agreement in customary form with the underwriter or underwriters in selected for such Registration. The Participating Holders underwriting by the Company, and if any person does not agree to the terms of any such underwriting, said person shall be parties to excluded from the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with upon written notice from the Company or the underwriters underwriter; provided, that if any shares are so excluded from the registration and if the number of shares of Registrable Securities to be included in connection such registration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in an aggregate amount equal to the number of shares excluded, with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required shares to be made by such Participating Holder under applicable law, rule or regulation, and allocated among the aggregate amount of persons requesting additional inclusion on a pro rata basis consistent with the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringallocation provisions set forth above.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 2.3 and subject to the provisions of Sections 2.03(b) and (cSection 2.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If If, at any time or from time to time the Company proposes or is required to register or commence an offering of any of its securities for its own account or otherwise (other than pursuant to Registration Statements on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings pursuant to Section 2.1), the Company will: promptly give to each Holder written notice thereof (in any event within five Business Days) prior to the filing of any Registration Statement under the Securities Act Act; and include in such registration and in any underwriting involved therein (if any), all the Registrable Securities specified in a written request or requests, made within five Business Days after mailing or personal delivery of such written notice from the Company, by any of the Holders, except as contemplated set forth in Sections 2.2(b) and 2.2(f), with the securities which the Company at the time proposes to register or sell to permit the sale or other disposition by Section 2.03 and such securities are the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be distributed so registered or sold, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Registration Statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the registration in this Section 2.2 involves an Underwritten Offering underwritten offering, the right of any Holder to include its Registrable Securities in a registration or offering pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through one such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or more underwritersunderwriters selected for such underwriting by the Company. The Company, subject to Sections 2.3 and 2.6, may elect to include in any Registration Statement and offering pursuant to Demand Registration Rights by any Person, (i) authorized but unissued shares of Company Stock or Company Stock held by the Company as treasury shares and (ii) any other shares of Company Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders. Other than in connection with a Demand Registration, if, at any time after giving written notice of the Company’s intention to register or sell any equity securities and prior to the effective date of the Registration Statement filed in connection with such registration or sale of such equity securities, the Company shall determine for any reason not to register or sell or to delay registration or sale of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such abandoned registration or sale, without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of a determination to delay such registration or sale of its equity securities, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other equity securities. Notwithstanding anything contained herein to the contrary, the Company shall, if requested by at the request of any Holder pursuant to Section 2.03 Holder, file any Prospectus supplement or post-effective amendments and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters otherwise take any action necessary to include on the same terms therein all disclosure and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold language deemed necessary or advisable by such Holder among if such disclosure or language was not included in the securities initial Registration Statement, or revise such disclosure or language if deemed necessary or advisable by such Holder including filing a Prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law. 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 without prejudice to the rights of such Holders under Section 2.1, by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the Company to be distributed execution by such underwriters in such Registration. The Participating Holders shall be parties to Holder of the underwriting agreement between or the Company and execution by such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all Holder of the conditions precedent to the obligations of such underwriters under such underwriting custody agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to such registration or as otherwise required by the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect underwriters. Notwithstanding anything in this Agreement to the entry into contrary, the rights of any Holder set forth in this Agreement shall be subject to any Lock-Up Agreement that such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringhas entered into.

Piggyback Registrations. If the Company Issuer proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company Issuer shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company Issuer to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company Issuer and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company Issuer to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company Issuer or the EXHIBITS TO TRANSUNION MAJOR STOCKHOLDERS’ AGREEMENT underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. 4.1. The Company shall notify all Holders of Registrable Securities in writing at least forty-five (45) calendar days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements on an Excluded Form or relating to any employee benefit plan or a corporate reorganization) and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Corporation, so notify the Corporation in writing, and in such notice shall inform the Corporation of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 4.2. If the registration statement under which the Company gives notice under this Section 4 (the "Piggyback Registration") is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder's Registrable Securities to be included in a registration pursuant to this Section 4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in such customary form with the managing underwriter or underwriters selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (5) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. 4.3. If any of the Registrable Securities registered pursuant to any Piggyback Registration are to be sold in one or more firm commitment underwritten offerings, and the managing underwriters advise in writing the Company and the holders of such Registrable Securities that in its or their opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the holders of Registrable Securities of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of Common Stock (including Registrable Securities) proposed to be sold in such offering exceeds the maximum number of shares of Common Stock that can be sold in such offering, the Company shall include in such registration only such maximum number of shares of Common Stock (including Registrable Securities) which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, selected in the following order of priority: (A) first, all of the shares of Common Stock that the Company proposes to register any of sell for its own account, if any, and (B) second, the securities under the Securities Act as contemplated by Section 2.03 and such securities are requested to be distributed included therein, and which the managing underwriters shall in an Underwritten Offering through one or more underwriterstheir reasonable discretion deem advisable, allocated pro rata, based upon the Company shall, if number of shares of Common Stock that each such person shall have requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registrationincluded therein. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingSection 5.

Piggyback Registrations. (a) If the Company at any time or from time to time after the IPO, proposes to file with the Commission a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8, or any form substituting therefor, or filed in connection with an exchange offer) for the sale of shares of Preferred Stock, it will at each such time give written notice to each Holder of its intention so to do. Upon the written request of any Holder, the Company will use its best efforts to cause each Registrable Security which the Company has been requested to register by any Holder, in the aggregate, to be included in such registration statement under the Securities Act, all to the extent required to permit the sale or other disposition by each such Holder of the Registrable Securities so registered. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of the offering to be effected pursuant to such registration statement delivers a written opinion to each Holder requesting the registration of Registrable Securities that the total number of shares of equity securities which it and any other persons or entities intend to include in such offering would adversely affect the price range or probability of success of such offering, then the Company shall include in such registration: (i) first, all securities the Company proposes to register any of its securities under the sell, and (ii) second, all Registrable Securities Act as contemplated by Section 2.03 and such securities are requested to be distributed included in an Underwritten Offering through one or more underwriters, the Company shall, if requested such registration by any Holder pursuant to Section 2.03 Holders and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company requested to be distributed by such underwriters included in such Registration. The Participating Holders shall be parties registration by any other holders of Securities who are entitled to include securities in such registration pursuant to written registration rights agreements approved by the underwriting agreement between Board of Directors of the Company and (the "Other Stockholders") in excess of the number of shares of its securities of the Company proposes to sell which, in the opinion of such underwriters, which underwriting agreement shall can be sold without adversely affecting the price range or probability of success of such offering (i) contain allocated pro rata among such representations and warranties by, Holders and the other agreements Other Stockholders on the part of, basis of the Company to and for the benefit number of shares of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required securities requested to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringincluded therein).

Piggyback Registrations. If the Company at any time (other than such time as the Company first issues Common Stock in an IPO) proposes to register any the offering and sale of its securities shares of Common Stock under the Securities Act by registration on any form other than forms S-4 or S-8 (or any successors thereto) or pursuant to Section 3.3 of the Amended and Restated Registration Rights Agreement, whether or not for sale for its own account, it shall each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.1. Upon the written request of any such holder (a "Requesting Holder") made as contemplated by Section 2.03 promptly as practicable and in any event within 20 days after the receipt of any such securities are notice (which request shall specify the Registrable Securities intended to be distributed in an Underwritten Offering through one or more underwritersdisposed of by such Requesting Holder and the intended methods of such disposition), the Company shall, if shall use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by any Holder pursuant the Requesting Holders thereof (together with all other securities which it has been requested to Section 2.03 register under the terms of the Amended and subject Restated Registration Rights Agreement) to the provisions extent required to permit the disposition (in accordance with such intended methods thereof) of Sections 2.03(bthe securities so to be registered; provided that (i) and (c)if such registration involves an underwritten offering to the public, use its reasonable best efforts all holders of Registrable Securities requesting to arrange for such be included in the Company's registration must sell their Registrable Securities to the underwriters to include selected by the Company on the same terms and conditions that as apply to the other sellers Company; and (ii) if, at any time after giving notice of its intention to register any securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such Registration registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all the holders of Registrable Securities and, thereupon, shall be relieved of its obligation to be offered and sold by register any Registrable Securities in connection with such Holder among the securities registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith). If a registration pursuant to this Section 2.1 involves an underwritten offering to the public, any holder of Registrable Securities requesting to be distributed by such underwriters included in such Registration. The Participating Holders shall be parties registration may elect, in writing prior to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all effective date of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters registration statement filed in connection with such underwriting agreement other than representationsregistration, warranties or agreements regarding not to register such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder securities in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringregistration.

Piggyback Registrations. (a) If the Company proposes (whether on its own behalf or for any Holder) to register any of its securities Equity Securities (other than pursuant to an Excluded Registration) under the Securities Act as contemplated (whether for itself or otherwise in connection with a sale of securities by Section 2.03 and such securities are to be distributed in another Person (including a Demand Registration by an Underwritten Offering through one or more underwritersInvestor), the Company shallshall at each such time give prompt written notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Holder holding Registrable Securities hereunder, if requested which notice shall set forth such Holder’s rights under this SECTION 2.3 and shall offer such Holder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by any such Holder pursuant to Section 2.03 and (a “Piggyback Registration”), subject to the provisions restrictions set forth herein. Upon the request of Sections 2.03(bany such Holder made within ten (10) and Business Days after the receipt of notice from the Company (cwhich request shall specify the number of Registrable Securities intended to be registered by such Holder), the Company shall use its reasonable best efforts to arrange for effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such underwriters Holders (subject to include the last proviso of SECTION 2.1(b)(ii) above) with rights to require registration of Registrable Securities hereunder, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, that if such registration involves an underwritten public offering, all such Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the Underwriters selected as provided in SECTION 2.5(f) on the same terms and conditions that as apply to the Company or any other sellers in selling equityholders; provided, however, that no such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders Person shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties towarranties, or agreements provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) the completeness and accuracy of any information provided by such Registering Holders for the purpose of inclusion in the registration statement and (iv) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. If, at any time after giving notice of its intention to register any Registrable Securities pursuant to this SECTION 2.3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or the underwriters initiating Holders, as applicable, shall determine for any reason not to register such securities, the Company shall give notice to all such Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such underwriting agreement other than representations, warranties registration. Each such Holder with rights under this SECTION 2.3(a) is permitted to withdraw all or agreements regarding any portion of the Registrable Securities of such Participating Holder, such Participating Holder’s title Holder from a Piggyback Registration at any time prior to the Registrable Securities, effective date of such Participating Holder’s authority Piggyback Registration without incurring cost or liability solely as a result of such withdrawal. No registration effected under this SECTION 2.3(a) shall relieve the Company of its obligations to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect effect a Demand Registration to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect extent required by SECTION 2.1 except to the entry into extent such underwriting agreement and registration results in the sale initiating Holders of such Demand Registration no longer holding any Registrable Securities or any other representations required as a result of registration pursuant to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringthis SECTION 2.3(a).

Piggyback Registrations. If the Company at any time proposes to register under the Securities Act any securities or any security convertible into or exchangeable or exercisable for Securities, whether or not for sale for its own account and other than pursuant to a Demand Registration, on a form and in a manner which would permit registration of the Registrable Securities held by a Shareholder for sale to the public under the Securities Act, the Company shall give written notice of the proposed registration to each Shareholder not later than thirty (30) days prior to the filing thereof. Each Shareholder shall have the right to request that all or any part of its Registrable Securities be included in such registration. Each Shareholder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all Shareholders 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, first, the securities that the Company proposes to register sell, second, the Registrable Securities of such Shareholders, pro rata among all such Shareholders on the basis of the relative percentage of Registrable Securities owned by all Shareholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Shareholders), and third, the comparable securities of any additional holders of its securities under the Securities Act as contemplated by Section 2.03 and Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities are held by each of them. Registrable Securities proposed to be distributed in registered and sold pursuant to an Underwritten Offering through one underwritten offering for the account of any Shareholder shall be sold to the prospective underwriters selected or more underwriters, approved by the Company shall, if requested by any Holder pursuant to Section 2.03 and on the terms and subject to the provisions conditions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the one or more underwriting agreement agreements negotiated between the Company and such the prospective underwriters, which underwriting agreement . Any Shareholder who holds Registrable Securities being registered in any offering shall (i) contain such representations and warranties by, and have the other agreements on the part of, the Company right to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all receive a copy of the conditions precedent to the obligations form of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and shall have an opportunity to hold discussions with the sale lead underwriter of the terms of such Registrable Securities underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingShareholder.

Piggyback Registrations. If the The Company proposes shall notify all Holders of Registrable Securities in writing at least 15 days prior to register filing any of its securities registration statement under the Securities Act as contemplated by Section 2.03 and such for purposes of effecting a public offering of securities are to be distributed in an Underwritten Offering through one or more underwriters, of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan, or with respect to a corporate reorganization or other transaction under Rule 145 promulgated under the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, if requested by any within 15 days after receipt of the above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters wishes to include on in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the same Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions that apply to set forth herein. If a registration statement under which the other sellers in Company gives notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such Registration all event, the right of any such Holder's Registrable Securities to be offered included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and sold the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwith standing any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may, in their sole discretion, exclude such portion of the shares (including Registrable Securities) that it deems necessary from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each person contractually entitled to participate before the Holders, and third, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. If any Holder disapproves of the terms of any such underwriting, such Holder among the securities of the Company may elect to be distributed withdraw therefrom by such underwriters in such Registration. The Participating Holders shall be parties written notice to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any underwriter. Any Registrable Securities excluded or all of the conditions precedent to the obligations of such underwriters under withdrawn from such underwriting agreement also shall be conditions precedent to excluded and withdrawn from the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringregistration.

Piggyback Registrations. If the Company proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 2.04 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 2.04 and subject to the provisions of Sections 2.03(b) and (cSection 2.04(b), use its commercially reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with to the Company or the underwriters in connection with such underwriting agreement other than representations, customary representations and warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents Securities and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and ; provided that the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Piggyback Registrations. If the Company Issuer proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company Issuer shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company Issuer to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company Issuer and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company Issuer to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company Issuer or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (cd), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act as contemplated by Section 2.03 and in connection with the public offering of such securities are (other than a registration relating solely to the sale of securities to participants in an employee benefit plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be distributed included in an Underwritten Offering through one a registration statement covering the sale of the Registrable Securities, or more underwritersa registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, if requested at such time, promptly give each Holder and Principal Stockholder written notice of such registration. Subject to the terms and conditions of this Section 2.3, each Holder shall be entitled to include in any registration pursuant to this Section 2.3, for sale for such Holder’s account in accordance with the method of disposition specified by the Company, all Registrable Securities owned by it, and each Principal Stockholder shall be entitled to include in any such registration, for sale for such stockholder’s account in accordance with such method of disposition, all shares of outstanding Common Stock owned by him (which, solely for purposes of Sections 2.3, 2.8, 2.10 and 2.12, shall be deemed to be Registrable Securities). Upon the written request of any Holder pursuant to or Principal Stockholder given within 20 days after mailing of such notice by the Company in accordance with Section 2.03 and 6.4, the Company shall, subject to the provisions terms, conditions and limitations of Sections 2.03(b) and (c)this Article II, use its reasonable best efforts to arrange for such underwriters cause to include on be registered under the same terms and conditions that apply to the other sellers in such Registration Securities Act all of the Registrable Securities that each such Holder or Principal Stockholder has requested to be offered and sold by such Holder among registered. In connection with any offering involving an underwriting of Common Stock, the Company shall not be required under this Section 2.3 to include any of the securities of the Company to be distributed by such underwriters Holders or Principal Stockholders in such Registration. The Participating Holders shall be parties to underwriting unless they accept the terms of the underwriting agreement as agreed upon between the Company and such underwritersthe underwriters selected by the Company and, which if requested, enter into an underwriting agreement shall (i) contain such representations and warranties byin customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other agreements provision of the Agreement, if the managing underwriter or underwriters determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the definitive number of shares that may be included in the underwriting shall be allocated, first, to the Company, second, to the Holders on a pro rata basis based on the part oftotal number of Registrable Securities held by the Holders, third, to any Principal Stockholders on a pro rata basis and fourth, to any other stockholders of the Company (other than a Holder or Principal Stockholder) on a pro rata basis. If any Holder or Principal Stockholder disapproves of the terms of any such underwriting, such Holder or Principal Stockholder may elect to withdraw therefrom by written notice to the Company and for the benefit underwriter, delivered at least 10 business days prior to the effective date of the registration statement. Any securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such Participating Holders as are customarily made by issuers registration whether or not any Holder or Principal Stockholder has elected to selling stockholders include securities in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations such registration. The expenses of such underwriters under such underwriting agreement also withdrawn registration shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with borne by the Company or the underwriters in connection accordance with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingSection 2.7 hereof.

Piggyback Registrations. If at any time or times after the date hereof the Company proposes shall seek to register any shares of its securities Common Stock under the Securities Act as contemplated by for sale to the public for its own account or on the account of others (except with respect to registration statements on Form X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public but including any registrations initiated pursuant to Section 2.03 and 3 hereof), the Company will promptly give written notice thereof to all holders of Registrable Securities (the "Holders"). If within twenty (20) days after their receipt of such securities are to be distributed in an Underwritten Offering through notice one or more underwritersHolders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company shallwill use commercially reasonable efforts to include such Registrable Securities in such registration. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(bunderwriter(s) and (c), use its reasonable best efforts to arrange for such underwriters to include determines that marketing factors require a limitation on the same terms and conditions that apply to the other sellers in such Registration all the number of Registrable Securities to be offered offered, subject to the following sentence, the Company shall not be required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and sold in good faith agree to include in such offering in addition to any amount to be registered for the account of the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required in the good faith judgment of the managing underwriter of such public offering pursuant to this Section 2, in connection with an initial public offering, the number of shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any such contractual, incidental "piggy back" registration rights, (ii) second, securities held by any Persons (other than the Holders) having such contractual, incidental "piggy back" rights pursuant to an agreement which is not this Agreement, (iii) third, Registrable Securities sought to be included by the Holders who are Stockholders as determined on a pro rata basis (based upon the respective holdings of securities by such Holder among Holders) and (iv) fourth, Registrable Securities sought to be included by the Holders who are Investors as determined on a pro rata basis (based upon the respective holdings of securities by such Holders). If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, in a registration that is not an initial public offering, the number of shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any such contractual, incidental "piggy back" registration rights, (ii) second, securities held by any Persons (other than the Holders) having such contractual, incidental "piggy back" rights pursuant to an agreement which is not this Agreement, and (iii) third, Registrable Securities sought to be included by the Holders as determined on a pro rata basis (based upon the respective holdings of securities by such Holders); provided, that, if such registration was initiated pursuant to Section 3 hereof and the Holders initiating such registration have the number of Registrable Securities they sought to have registered cut back hereunder, such registration shall not be deemed a demand registration under Section 3 by such Holders. No such reduction shall reduce the amount of securities of the Company to be distributed by such underwriters selling Investors included in the registration below twenty-five percent (25%) of the total amount of securities included in such Registration. The Participating Holders shall be parties to registration, unless such offering is the underwriting agreement between the Company Company's initial public offering and such underwritersregistration does not include shares of any other selling stockholders, in which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that event any or all of the conditions precedent to Registrable Securities of the obligations of such underwriters under such underwriting agreement also shall Investors may be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements excluded in accordance with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method provisions of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringthis Section 2.

Piggyback Registrations. If The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the Company proposes to register filing of any of its securities registration statement under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions for purposes of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the a public offering of securities of the Company (including, but not limited to, registration statements relating to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between secondary offerings of securities of the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, to offerings of securities of the Company initiated by any party exercising its demand registration rights, but excluding registration statements relating to employee benefit plans and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any corporate reorganizations or all other transactions under Rule 145 of the conditions precedent Securities Act) and will afford each such Holder an opportunity to the obligations of include in such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations registration statement all or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any other representations required part of the Registrable Securities held by it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. If the registration statement under which the Company gives notice under this Section 3.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be made included in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the Company, (ii) second, to the Holders of the Company's Series A Stock, Series B Stock and Series C Stock on a pro rata basis based on the total number of Registrable Securities held by such Participating Holder under applicable lawHolders and (iii) third, rule or regulation, and the aggregate amount to any stockholder of the liability Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. In no event will shares of any other selling stockholder be included in such Participating Holder registration which would reduce the number of shares which may be included by the Holders, without the written consent of Holders of a majority of the Registrable Securities proposed to be sold in connection with such underwriting agreement the offering. The Company shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.have the right to terminate or withdraw

Piggyback Registrations. If at any time or times after the date hereof Company proposes shall seek to register any shares of its securities Common Stock under the Securities Act as contemplated by Section 2.03 and for sale to the public for its own account or on the account of others (except with respect to registration statements on Form X-0, X-0 or another form not generally available for registering the Registrable Securities for sale to the public), Company shall promptly give written notice thereof to all holders of Registrable Securities (the "HOLDERS"). If within 20 days after their receipt of such securities are to be distributed in an Underwritten Offering through notice one or more underwritersHolders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), will use its reasonable best efforts to arrange for effect the registration under the Securities Act of such underwriters to include Registrable Securities. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the same terms and conditions that apply to the other sellers in such Registration all the number of Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties offered, subject to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part offollowing sentence, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any representations or warranties toamount to be registered for the account of the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 7.5, or agreements with the Company or number of shares to be excluded shall be determined in the underwriters in connection with such underwriting agreement following sequence: (i) first, securities held by any persons not having any contractual, incidental "piggyback" registration rights, (ii) second securities held by any Persons (other than representationsthe Holders) having contractual, warranties or agreements regarding such Participating Holderincidental "piggyback" rights pursuant to an agreement which is not this Agreement, such Participating Holder’s title to the Registrable Securitiesand (iii) third, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required sought to be made included by the Holders as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingHolders).

Piggyback Registrations. If the Company at any time proposes to register under the Securities Act any Shares or any security convertible into or exchangeable or exercisable for Shares, whether or not for sale for its own account and other than pursuant to a Demand Registration, on a form and in a manner which would permit registration of the Registrable Shares held by a Stockholder for sale to the public under the Securities Act, the Company shall give written notice of the proposed registration to each Stockholder not later than thirty (30) days prior to the filing thereof. Each Stockholder shall have the right to request that all or any part of its Registrable Shares be included in such registration. Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all Stockholders 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, first, the securities which the Company proposes to register sell, second, the Registrable Shares of such Stockholders, pro rata among all such Stockholders on the basis of the relative percentage of Registrable Shares owned by all Stockholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Stockholders), and third, the comparable securities of any additional holders of its securities under the Securities Act as contemplated by Section 2.03 and Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities are held by each of them. Registrable Shares proposed to be distributed in registered and sold pursuant to an Underwritten Offering through one underwritten offering for the account of any Stockholder shall be sold to the prospective underwriters selected or more underwriters, approved by the Company shall, if requested by any Holder pursuant to Section 2.03 and on the terms and subject to the provisions conditions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the one or more underwriting agreement agreements negotiated between the Company and such the prospective underwriters, which underwriting agreement . Any Stockholder who holds Registrable Shares being registered in any offering shall (i) contain such representations and warranties by, and have the other agreements on the part of, the Company right to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all receive a copy of the conditions precedent to the obligations form of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and shall have an opportunity to hold discussions with the sale lead underwriter of the terms of such Registrable Securities underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingStockholder.

Piggyback Registrations. If the Company proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities of the relevant class to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its commercially reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s 's title to the Registrable Securities, such Participating Holder’s 's authority to sell the Registrable Securities, such Holder’s 's intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the . The aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net 's gross proceeds from such Underwritten OfferingOffering (less underwriting discounts and commissions).

Piggyback Registrations. If (a) If, at any time and from time to time after the termination of the Merger Agreement, the Company proposes or is required to register any of its common equity securities under the Securities Act as contemplated by (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit or option plan or dividend reinvestment plan or a merger or consolidation or (ii) a Demand Registration under Section 2.03 and 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any Holder, made within 20 days following the receipt of any such securities are written notice (which request shall specify the maximum number of Registrable Securities intended to be distributed in an Underwritten Offering through one or more underwritersdisposed of by such Holder and the intended method of distribution thereof), the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) 2.2(b), 2.3 and (c)2.6 hereof, use its reasonable best efforts to arrange for cause all such underwriters Registrable Securities, the Holders of which have so requested the registration thereof, to include on be registered under the same terms and conditions that apply Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other sellers disposition by the Holders (in such Registration all accordance with the intended method of distribution thereof) of the Registrable Securities to be offered and sold so registered. Notwithstanding anything to the contrary herein, with respect to any shelf registration statement, the only piggyback registrations that can occur pursuant to any shelf registration statement(s) filed by the Company, whether with respect to the sale of securities by the Company or by a holder or holders of Company securities, are piggyback registrations on underwritten offerings occurring pursuant to such shelf registration statement(s); provided that no Holder among the shall be entitled to a piggyback registration on any shelf registration statement filed with respect to any equity securities of the Company to be distributed by where the proposed methods of distribution under such underwriters in such Registration. The Participating Holders shall be parties shelf registration statement do not include underwritten offerings (including, to the underwriting agreement between the Company and such underwritersextent it does not provide for underwritten offerings, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens registration statement filed with respect to Common Stock issuable in exchange for limited partnership interests in Tower Realty Operating Partnership, L.P. ("Company OP Units")). No registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations. There is no limitation on the number of such piggyback registrations under this Section 2.2 which the Company is obligated to effect. Notwithstanding the foregoing, no Holder (other than Reckson or a wholly owned subsidiary of Reckson) shall be entitled to piggyback registration rights pursuant to this Section 2.1 unless the number of Registrable Securities, enforceability Securities it proposes and seeks to have included in a piggyback registration exceeds (assuming conversion if such shares were Series A Preferred Stock) 1% of the applicable underwriting agreement as against number of outstanding shares of Common Stock at such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringtime.

Piggyback Registrations. If the Company at any time proposes to register under the Securities Act any Shares or any security convertible into or exchangeable or exercisable for Shares, whether or not for sale for its own account and other than pursuant to a Demand Registration, on a form and in a manner which would permit registration of the Registrable Shares held by a Holder for sale to the public under the Securities Act, the Company shall give written notice of the proposed registration to each Holder not later than thirty (30) days prior to the filing thereof. Each Holder shall have the right to request that all or any part of its Registrable Shares be included in such registration. Each Holder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all 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, first, the securities which the Company proposes to register sell, second, the Registrable Shares of such Holders, pro rata among all such Holders on the basis of the relative percentage of Registrable Shares owned by all Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Holders), and third, the comparable securities of any additional holders of its securities under the Securities Act as contemplated by Section 2.03 and Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities are held by each of them. Registrable Shares proposed to be distributed in registered and sold pursuant to an Underwritten Offering through one underwritten offering for the account of any Holder shall be sold to the prospective underwriters selected or more underwriters, approved by the Company shall, if requested by any Holder pursuant to Section 2.03 and on the terms and subject to the provisions conditions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the one or more underwriting agreement agreements negotiated between the Company and such the prospective underwriters, which underwriting agreement . Any Holder who holds Registrable Shares being registered in any offering shall (i) contain such representations and warranties by, and have the other agreements on the part of, the Company right to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all receive a copy of the conditions precedent to the obligations form of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and shall have an opportunity to hold discussions with the sale lead underwriter of the terms of such Registrable Securities underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If (a) At any time or from time to time after the IPO, if the Company proposes to register any of its securities file with the Commission a registration statement under the Securities Act as contemplated by Section 2.03 and (other than a registration statement on Form S-4 or S-8, or any form substituting therefor, or filed in connection with an exchange offer) for the sale of shares of the Company’s capital stock, it will at each such securities are time give written notice to be distributed in an Underwritten Offering through one or more underwriterseach Holder of its intention so to do. Upon the written request of any Holder, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), will use its reasonable best efforts to arrange for cause each Registrable Security which the Company has been requested to register by any Holder, in the aggregate, to be included in such underwriters to include on registration statement under the same terms and conditions that apply Securities Act, all to the extent required to permit the sale or other sellers in disposition by each such Registration all Holder of the Registrable Securities so registered. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of the offering to be offered effected pursuant to such registration statement delivers a written opinion to each Holder requesting the registration of Registrable Securities that the total number of shares of equity securities which it and sold any other persons or entities intend to include in such offering would adversely affect the price range or probability of success of such offering, then the Company shall include in such registration: (i) first, all securities the Company proposes to sell, and (ii) second, all Registrable Securities requested to be included in such registration by such Holder among the any Holders and all securities of the Company requested to be distributed by such underwriters included in such Registration. The Participating Holders shall be parties registration by any other holders who are entitled to include securities in such registration pursuant to written registration rights agreements approved by the underwriting agreement between Board of Directors of the Company and (the “Other Stockholders”) in excess of the number of shares of its securities of the Company proposes to sell which, in the opinion of such underwriters, which underwriting agreement shall can be sold without adversely affecting the price range or probability of success of such offering (i) contain allocated pro rata among such representations and warranties by, Holders and the other agreements Other Stockholders on the part of, basis of the Company to and for the benefit number of shares of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required securities requested to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringincluded therein).

Piggyback Registrations. If the Company proposes to register any of its securities for sale by the Company under the Securities Act as contemplated by any of its equity securities (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), any shares pursuant to a Demand Registration under Section 2.03 2.2, or any shares pursuant to a S-3 Registration under Section 2.3, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act and such securities are to be distributed in an Underwritten Offering through one or more underwritersunderwritten offering, the Company shallwill each such time promptly give written notice to all Warrant Rights Holders who beneficially own any Registrable Securities of its intention to do so, if requested of the registration form of the SEC that has been selected by any Holder pursuant to the Company and of such Warrant Rights Holders’ rights under this Section 2.03 and subject to 2.1 (the provisions of Sections 2.03(b) and (c“Piggyback Notice”), . The Company will use its commercially reasonable best efforts to arrange for such include, and to cause the underwriter or underwriters to include include, in the proposed offering, on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among as the securities of the Company to be distributed by such underwriters included in such Registration. The Participating Holders shall be parties to the underwriting agreement between offering, all Registrable Securities that the Company and has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the Warrant Rights Holders entitled to receive a Piggyback Notice hereunder (each such registration pursuant to this Section 2.1, a “Piggyback Registration”). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 2.1, all Warrant Rights Holders proposing to distribute their securities pursuant to this Section 2.1 shall, at the request of the Company, enter into an agreement in customary form with the underwriter or underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and . Notwithstanding the other agreements on the part offoregoing, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters shall have no obligation under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required this Section 2.1 to make any representations offering of its securities or warranties toto complete an offering of its securities that it proposes to make, and may elect to delay a proposed registration at any time, and shall incur no liability to any Warrant Rights Holder for its failure to do so or agreements with the Company or the underwriters in connection with for such underwriting agreement delay (other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability any obligations of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals Company to effect Demand Registrations in accordance with respect to the entry into such underwriting agreement and the sale of such Registrable Securities Section 2.2 or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder S-3 Registrations in connection accordance with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingSection 2.3).

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.3 and such securities are to be distributed in an Underwritten Offering through one (1) or more underwriters, the Company shall, if requested by any Holder Eligible Shareholder of Registrable Securities pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c)2.3, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder Eligible Shareholder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders Eligible Shareholders whose Registrable Securities are to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders Eligible Shareholders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings offerings, and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersEligible Shareholders. Any such Participating Holder Eligible Shareholder of Registrable Securities shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating HolderEligible Shareholder, such Participating HolderEligible Shareholder’s title to the Registrable Securities, Securities and such Participating Holder’s authority to sell the Registrable Securities, such HolderEligible Shareholder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations (including lock-up agreements) required to be made by such Participating Holder Eligible Shareholder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement Eligible Shareholder shall not exceed such Participating HolderEligible Shareholder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03, Section 2.03(b) and (cSection 2.03(c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes (i) The Corporation shall notify all Holders of Registrable Securities in writing at least forty-five (45) calendar days prior to register filing any of its securities registration statement under the Securities Act as contemplated for purposes of effecting a public offering of securities of the Corporation (including, but not limited to, registration statements relating to secondary offerings of securities of the Corporation, but excluding registration statements on an Excluded Form or relating to any employee benefit plan or a corporate reorganization) and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by Section 2.03 and such securities are Holder. Each Holder desiring to be distributed include in an Underwritten Offering through one any such registration statement all or more underwriters, any part of the Company Registrable Securities held by such Holder shall, if requested by any within twenty (20) calendar days after receipt of the above-described notice from the Corporation, so notify the Corporation in writing, and in such notice shall inform the Corporation of the number of Registrable Securities such Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters wishes to include on in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the same Corporation, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Corporation with respect to offerings of its securities, all upon the terms and conditions that apply to set forth herein. (ii) If the other sellers in registration statement under which the Corporation gives notice under this Section 4(e) (the "Piggyback Registration") is for an underwritten offering, the Corporation shall so advise the Holders of Registrable Securities. In such Registration all event, the right of any such Holder's Registrable Securities to be offered included in a registration pursuant to this Section 4(e) shall be conditioned upon such Holder's participation in such underwriting and sold by the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in such customary form with the managing underwriter or underwriters selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder among may elect to withdraw therefrom by written notice to the securities Corporation and the underwriter, delivered at least five (5) business days prior to the effective date of the Company registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) If any of the Registrable Securities registered pursuant to any Piggyback Registration are to be distributed by such underwriters sold in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties byone or more firm commitment underwritten offerings, and the other agreements on managing underwriters advise in writing the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement Corporation and the sale holders of such Registrable Securities that in its or any other representations required their opinion or, in the case of a Piggyback Registration not being underwritten, the Corporation shall reasonably determine (and notify the holders of Registrable Securities of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of Common Stock (including Registrable Securities) proposed to be made by sold in such Participating Holder under applicable lawoffering exceeds the maximum number of shares of Common Stock that can be sold in such offering, rule the Corporation shall include in such registration only such maximum number of shares of Common Stock (including Registrable Securities) which, in the opinion of such underwriter or regulationunderwriters, or the Corporation, as the case may be, selected in the following order of priority: (A) first, all of the shares of Common Stock that the Corporation proposes to sell for its own account, if any, and (B) second, the aggregate amount securities requested to be included therein, and which the managing underwriters shall in their reasonable discretion deem advisable, allocated pro rata, based upon the number of the liability shares of Common Stock that each such Participating Holder person shall have requested to be included therein. (iv) All Registration Expenses incurred in connection with such underwriting agreement a registration pursuant to this Section 4(e) shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.be borne by the Corporation. (f)

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.02 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 2.02 and subject to the provisions of Sections 2.03(b2.02(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If (a) Whenever the Company Corporation proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one (except on Form S-4 or more underwritersS-8 or any successor form), the Company shall, if requested by Corporation will give prompt written notice (in any Holder pursuant event within three business days after its receipt of notice of any exercise of Demand Registration or Short-Form Registration rights) to Section 2.03 all holders of Registrable Shares of its intention to effect such a registration and subject to the provisions of Sections 2.03(b) and (c), will use its reasonable best efforts to arrange include in such registration all Registrable Shares with respect to which the Corporation has received written requests for such underwriters to include on the same terms and conditions that apply inclusion therein within 15 days after giving notice to the other sellers holders of Registrable Shares (a "Piggyback Registration"). (b) If a Piggyback Registration is an underwritten Primary Registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such Registration all registration exceeds the Registrable Securities to number which can successfully be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to offering without causing a diminution in the underwriting agreement between offering price or otherwise adversely affecting the Company and offering, the Corporation will include in such underwritersregistration, which underwriting agreement shall (i) contain first, the securities the Corporation proposes to sell, (ii) second, the Registrable Shares requested to be included in such representations registration which in the opinion of such underwriters can successfully be sold without causing a diminution in the offering price or otherwise adversely affecting the offering, such Registrable Shares to be taken pro rata from the holders of such Registrable Shares on the basis of the number of Registrable Shares owned by such holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares it is entitled to register, and warranties by(iii) third, other securities requested to be included in such registration. (c) If a Piggyback Registration is an underwritten Secondary Registration on behalf of holders of the Corporation's securities, and the other agreements managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can successfully be sold in such offering, the Corporation will include in such registration, (i) first, the Registrable Shares requested to be included in such registration which in the opinion of such underwriters can successfully be sold, such Registrable Shares to be taken pro rata from the holders of such Registrable Shares on the part ofbasis of the number of Registrable Shares owned or deemed to be owned by such holders, with further successive pro rata allocations among the Company holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares it is entitled to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings register, and (ii) provide that any second, other securities requested to be included in such registration. (d) If the Corporation has previously filed a registration statement with respect to Registrable Shares pursuant to Section 2 or all of pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder Corporation shall not be required to make file or cause to be effected any representations other registration of any of its equity securities or warranties tosecurities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or S-8 or any successor form), whether on its own behalf or agreements with at the Company request of any holder or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale holders of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and securities until a period of 180 days has elapsed from the aggregate amount of the liability effective date of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringprevious registration. 4.

Piggyback Registrations. If at any time the Company proposes shall determine to register prepare and file with the SEC a registration statement relating to an underwritten offering for its own account or the account of others under the 1933 Act of any of its Ordinary Shares or other securities convertible or exercisable into its Ordinary Shares (other than on Form F-4 or Form S-8, each as promulgated under the Securities Act as contemplated by Section 2.03 and such 1933 Act, or their then equivalents relating to equity securities are to be distributed issued in an Underwritten Offering through one connection with any acquisition of any entity or more underwritersbusiness, any exchange offer or merger, or any similar transaction, or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send IC written notice of such determination and, if within five (5) Business Days after receipt of such notice IC shall so request in writing, the Company shallshall include in such registration statement all or any part of the Registrable Securities that IC requests to be so registered, provided that (A) if requested by any Holder pursuant to Section 2.03 and subject such registration involves an underwritten public offering, IC must sell its Registrable Securities to the provisions of Sections 2.03(bunderwriters selected as provided in Section 5(l) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that as apply to the other sellers Company and (B) if, at any time, after giving notice of its intention to register any securities pursuant to this Section 3 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to IC and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. However, if the managing underwriter determines in good faith in connection with an offering pursuant to this Section 3 that the number of Ordinary Shares intended to be included in such Registration all registration exceeds the Registrable Securities largest number of Ordinary Shares that can be sold without having an adverse effect on such offering, including the price at which such Ordinary Shares can be sold, then the Company shall include in such registration only such largest number, with the Ordinary Shares to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part offirst, the Ordinary Shares held by the Company to and for the benefit of (or any other person who may be exercising a demand in such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings situation) and (ii) provide that any or all of second, the conditions precedent Registrable Securities held by IC up to the obligations of amount determined in good faith by the managing underwriter as would not have such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringan effect.

Piggyback Registrations. If at any time or times after the date hereof the Company proposes shall seek to register any shares of its securities Common Stock under the Securities Act as contemplated by Section 2.03 and for sale to the public for its own account or on the account of others (except with respect to registration statements on Form S-4, S-8 or another form not available for registering the Registrable Xxxxxxxies for sale to the public), the Company will promptly give written notice thereof to all holders of Registrable Securities (the "Holders"). If within twenty (20) days after their receipt of such securities are to be distributed in an Underwritten Offering through notice one or more underwritersHolders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), will use its reasonable best efforts to arrange for effect the registration under the Securities Act of such underwriters to include Registrable Securities. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the same terms and conditions that apply to the other sellers in such Registration all the number of Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties offered, subject to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part offollowing sentence, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any representations or warranties toamount to be registered for the account of the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, or agreements with the Company or number of shares to be excluded shall be determined in the underwriters in connection with following sequence: (i) first, securities held by any Persons not having any such underwriting agreement contractual, incidental "piggy back" registration rights, (ii) second, securities held by any Persons (other than representationsthe Holders) having such contractual, warranties or agreements regarding such Participating Holderincidental "piggy back" rights pursuant to an agreement which is not this Agreement and (iii) third, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required sought to be made included by the Holders as determined on a pro rata basis (based upon the respective holdings of securities by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingHolders).

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 3.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 3.03 and subject to the provisions of Sections 2.03(bSection 3.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between 30 the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable SecuritiesSecurities of such Participating Holder, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the Company proposes to register filing of any of its securities registration statement under the Securities Act as contemplated for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holders an opportunity to include in such registration statement up to a total of twenty (20%) of such Registrable Securities then outstanding. Each Holder desiring to include in any such registration statement Registrable Securities held by Section 2.03 and such securities are it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Should the Holders who respond to be distributed the Company's notice desire to register, in an Underwritten Offering through one or the aggregate, more underwritersthan twenty percent (20%) of Registrable Securities then outstanding, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions total number of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered registered shall be reduced to twenty (20%) and sold divided between the Holders on a pro rata basis. If a Holder decides not or is not permitted to include all of its Registrable Securities in any registration statement hereafter filed by the Company, such Holder among shall nevertheless continue to have the right to include up to a total of twenty percent (20%) of Holder's Registrable Securities then outstanding in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. All Holders distributing their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first. to the Company; second, to the Holder; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the Company to be distributed by such underwriters Holder included in the registration below ten percent (10%) of the total amount of securities included in such Registrationregistration. The Participating Holders Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be parties to borne by the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingCompany.

Piggyback Registrations. If the Company proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 2.04 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 2.04 and subject to the provisions of Sections 2.03(b) and (cSection 2.04(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Piggyback Registrations. (a) If the Company at any time or from time to time after the IPO, proposes to file with the Commission a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8, or any form substituting therefor, or filed in connection with an exchange offer) for the sale of shares of Common Stock, it will at each such time give written notice to each Holder of its intention so to do. Upon the written request of any Holder, the Company will use its best efforts to cause each Registrable Security which the Company has been requested to register by any Holder, in the aggregate, to be included in such registration statement under the Securities Act, all to the extent required to permit the sale or other disposition by each such Holder of the Registrable Securities so registered. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of the offering to be effected pursuant to such registration statement delivers a written opinion to each Holder requesting the registration of Registrable Securities that the total number of shares of Common Stock which it and any other persons or entities intend to include in such offering would adversely affect the price range or probability of success of such offering, then the Company shall include in such registration: (i) first, all securities the Company proposes to register any of its securities under the sell, and (ii) second, all Registrable Securities Act as contemplated by Section 2.03 and such securities are requested to be distributed included in an Underwritten Offering through one or more underwriters, the Company shall, if requested such registration by any Holder pursuant to Section 2.03 Holders and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company requested to be distributed by such underwriters included in such Registration. The Participating Holders shall be parties registration by any other holders of Securities who are entitled to include securities in such registration pursuant to written registration rights agreements approved by the underwriting agreement between Board of Directors of the Company and (the "Other Stockholders") in excess of the number of shares of its securities of the Company proposes to sell which, in the opinion of such underwriters, which underwriting agreement shall can be sold without adversely affecting the price range or probability of success of such offering (i) contain allocated pro rata among such representations and warranties by, Holders and the other agreements Other Stockholders on the part of, basis of the Company to and for the benefit number of shares of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required securities requested to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringincluded therein).

Piggyback Registrations. If the Company at any time proposes to register under the Securities Act any of its securities, whether or not for sale for its own account and other than pursuant to a Demand Registration, on a form and in a manner which would permit registration of the Registrable Securities held by a Holder for sale to the public under the Securities Act, the Company shall give written notice of the proposed registration to each Holder not later than ten (10) days prior to the filing thereof. Each Holder shall have the right to request that all or any part of its Registrable Securities be included in such registration. Each Holder can make such a request by giving written notice to the Company within five (5) days after the receipt of such notice by the Holder; 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 and all 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, first, the securities that the Company proposes to register sell, second, the Registrable Securities of such Holders, pro rata among all such Holders on the basis of the relative percentage of Registrable Securities owned by all Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Holders), and third, the comparable securities of any additional holders of its securities under the Securities Act as contemplated by Section 2.03 and Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities are held by each of them. Registrable Securities proposed to be distributed in registered and sold pursuant to an Underwritten Offering through one underwritten offering for the account of any Holder shall be sold to the prospective underwriters selected or more underwriters, approved by the Company shall, if requested by any Holder pursuant to Section 2.03 and on the terms and subject to the provisions conditions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the one or more underwriting agreement agreements negotiated between the Company and such the prospective underwriters, which underwriting agreement . Any Holder who holds Registrable Securities being registered in any offering shall (i) contain such representations and warranties by, and have the other agreements on the part of, the Company right to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all receive a copy of the conditions precedent to the obligations form of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and shall have an opportunity to hold discussions with the sale lead underwriter of the terms of such Registrable Securities underwriting agreement. The Company may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 2.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 2.3 and subject to the provisions of Sections 2.03(b) and (cSection 2.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s 's title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s 's intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations that are customary in secondary underwritten public offerings or that are required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s 's net proceeds from such Underwritten Offering.

Piggyback Registrations. If at any time or times after the date hereof the Company proposes shall seek to register any of its securities file a registration statement under the Securities Act as contemplated by Section 2.03 and with respect to an offering of Common Shares to the public for its own account or for the account of others (except with respect to registration statements on Form S-4 or Form S-8 or another form not available for registering the Registrable Securities for sale to the public), the Company will promptly give written notice thereof to all holders of Registrable Securities (the “Holders”). If within twenty (20) days after their receipt of such securities are to be distributed in an Underwritten Offering through notice, one or more underwritersHolders request the inclusion of some or all of the Registrable Securities held by them in such registration statement, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), will use its commercially reasonable best efforts to arrange for include such underwriters to include securities in such registration statement. In the case of any underwritten public offering, if the managing underwriter determines in good faith that market conditions require a limitation on the same terms and conditions that apply to the other sellers in such Registration all the number of Registrable Securities to be offered and sold by under such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties registration statement, subject to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part offollowing sentence, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make include in such registration statement Registrable Securities of the Holders in excess of the amount, if any, of Common Shares which the managing underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any representations or warranties toamount to be registered for the account of the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, or agreements with the Company or number of such securities to be excluded from such registration statement shall be determined in the underwriters following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such securities in connection with such underwriting agreement the registration statement, (ii) second, securities held by any Persons (other than representationsthe Holders) having contractual, warranties or agreements regarding incidental “piggyback” rights to include such Participating Holdersecurities in the registration statement pursuant to an agreement which is not this Agreement and (iii) third, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made registered by the Holders as determined on a pro rata basis (based upon the relative number of Registrable Securities held by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingHolders requesting inclusion pursuant to this Section 2).

Piggyback Registrations. If (a) If, at any time prior to the end of the applicable Registration Period, the Company proposes to register under the Act, for its own account or the account of others, any of its equity securities under (other than on Form S-4 or Form S-8 or their then equivalents) and a Registration Statement covering the Registrable Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwritersis not then effective, the Company shall send to the Holders written notice of its intention to register such equity securities, and if, within 30 days after the date of such notice, a Holder shall so request in writing, the Company shall include in such registration all or any part of the applicable Registrable Securities such Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Epixtar Common Stock or Voxx Common Stock, as the case may be, which may be included in such registration because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration only such limited portion of the applicable Registrable Securities with respect to which the Holder has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Holder or other holder, and (ii) no such reduction shall reduce the amount of applicable Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of any Registrable Securities under this Section 5.3 shall be construed to limit any registration required under ARTICLE V hereof. If an offering in connection with which the Holder is entitled to registration under this Section 5.3 is an underwritten offering, then each Holder whose Registrable Securities are included in such registration statement shall, if requested unless otherwise agreed by any Holder pursuant to Section 2.03 the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of Sections 2.03(b) and (c)this Agreement, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to as other shares of Epixtar Common Stock or Voxx Common Stock, as the other sellers case may be, included in such underwritten offering. The number of requests by the Holders permitted by this Section 5.3 shall be unlimited. Notwithstanding the foregoing, this Section 5.3 shall not apply in the event there is an effective Registration Statement of the Company, with a current prospectus available, providing for the resale of all of the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. (a) If the Company proposes or is required to register any of its equity securities (which for the avoidance of doubt includes ADRs for all purposes of this Agreement) for its own account or for the account of any other shareholder under the Securities Act as contemplated (other than pursuant to registrations on Form F-4 (or Form S-4) or Form S-8 or any similar successor forms thereto) (including pursuant to a Demand Registration Request by Section 2.03 and any Holder), the Company shall give written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request through the applicable Primary Holder, made within five (5) days following the receipt of any such securities are Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be distributed in an Underwritten Offering through one or more underwritersdisposed of by the applicable Participating Holder), the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) 2.2(c), 2.3 and (c)2.6 hereof, use its reasonable best efforts to arrange for cause all such underwriters Registrable Securities, the Holders of which have so requested the registration thereof, to include on be registered under the same terms and conditions that apply Securities Act with the securities which the Company at the time proposes to register to permit the sale or other sellers in such Registration all disposition by the Holders of the Registrable Securities to be offered and sold so registered, including, if necessary, by such Holder among filing with the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties SEC a post-effective amendment or a supplement to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made registration statement filed by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with prospectus related thereto. There is no limitation on the number of such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title piggyback registrations which the Company is obligated to effect pursuant to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method preceding sentence. No registration of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required effected under this Section 2.2(a) shall relieve the Company of its obligations to be made by such Participating Holder effect Demand Registrations under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingSection 2.1 hereof.

Piggyback Registrations. In the event the Escrow Shares are not, upon release from the Escrow Funds, eligible for resale in reliance on Rule 144 under the Securities Act, the Holders shall be entitled to piggy-back registration rights as set forth in this Section 3. If (i) the Escrow Shares are not so eligible and (ii) the Company proposes shall determine to register any of its securities under securities, either for its own account or the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwritersaccount of another holder of the Company's securities, the Company shallwill promptly give each Holder written notice thereof and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Escrow Shares that are then Registrable Securities. In the event a Holder elects not to participate in any registration hereunder (including as a result of such Holder's disapproval of the terms of any underwriting), such Holder's rights under this Section 3 shall terminate. Notwithstanding any other provision of this Section 3, if requested the managing underwriter (in the case of an underwritten offering by any Holder pursuant the Company) determines that marketing factors require a limitation of the number of shares to Section 2.03 and subject to be underwritten, the provisions managing underwriter may limit the number of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered included in the registration and sold by underwriting (or exclude the Registrable Securities altogether); PROVIDED, HOWEVER, that (i) in no event may the number of Registrable Securities included in such Holder among registration statement be limited in any manner if the securities of any other security holder of the Company to be distributed by such underwriters are included in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings registration and (ii) provide that any or all of the conditions precedent Registrable Securities so excluded shall continue to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect subject to the Registrable Securities, enforceability terms of this Declaration. The Company shall have the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect right to terminate or withdraw any registration initiated by it under this Section 3 prior to the entry into such underwriting agreement and the sale effectiveness of such Registrable Securities or registration, but any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement termination shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringresult in a forfeiture by any Holder of any rights hereunder.

Piggyback Registrations. If the Company Issuer proposes to register Register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company Issuer shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company Issuer to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company Issuer and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company Issuer to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement agreements also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company Issuer or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections Section 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating Holder under applicable law, rule or regulationlaw (each of which such representations shall be made on a several basis), and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

Piggyback Registrations. If the Company Each time NFN proposes to file a registration statement to register any of its equity securities under the Securities Act as contemplated by (except for registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, it will each such time give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Section 2.03 and such securities are 8.3. Upon the written request of the Majority Holders (which request shall specify the amount of Registrable Securities intended to be distributed disposed of by each Holder) at the earliest possible date and in an Underwritten Offering through one or more underwritersany event within 30 days after the receipt of any such notice, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), NFN will use its reasonable best efforts to arrange for such underwriters effect the registration under the Securities Act of all Registrable Securities which NFN has been so requested to include on register by the same terms and conditions that apply Holders. No registration filed or effected under this Section 8.3 ("Piggyback Registration") shall relieve NFN of its obligation to effect any Demand Registration. In the other sellers case of any Piggyback Registration to be filed or effected pursuant to this Section 8.3 in such connection with a Demand Registration all initiated by Xxxxxxxx or Xxxxxxxxxxx (or their respective Permitted Assigns) pursuant to Exhibit A attached to this Agreement or Xxxxxxxxxxx'x Executive Employment Agreement, respectively, the amount of Registrable Securities to be offered and sold by included in such Holder among Piggyback Registration shall not, without the securities prior written consent of the Person initiating such registration, exceed 10 % of the Holders' total equity interest in NFN as of the filing date of such Piggyback Registration. Notwithstanding anything in this Section 8.3 to the contrary, if a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company's underwriter or underwriters advise the Company in writing that the number of shares of Common Stock to be distributed by such underwriters included in such Registration. The Participating Holders shall be parties to the underwriting agreement between registration by the Company and the Holders exceeds the number of shares of Common Stock which in the estimation of such underwritersunderwriter or underwriters can reasonably be expected to be sold in such offering, which underwriting agreement then the Company shall include in such registration (i) contain such representations and warranties by, and the other agreements on the part offirst, the Common Stock which the Company proposes to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings sell, and (ii) provide that any second, if additional shares of Common Stock can be included in such registration in the estimation of the Company's underwriter or underwriters, then the shares of Common Stock which were requested by the Holders (and the Other Eligible Holders, if any), on a pro rata basis with respect to each such Holder (and Other Eligible Holder) based upon its respective ownership percentage of shares of Common Stock to be included in such registration by all of the conditions precedent to the obligations shares of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required Common Stock to be made included in such registration by such Participating Holder under applicable law, rule or regulation, all Holders (and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingOther Eligible Holders).

Piggyback Registrations. If the The Company proposes shall notify all Holders of Registrable Securities in writing at least 15 days prior to register filing any of its securities registration statement under the Securities Act as contemplated by Section 2.03 and such for purposes of effecting a public offering of securities are to be distributed in an Underwritten Offering through one or more underwriters, of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan, or with respect to a corporate reorganization or other transaction under Rule 145 promulgated under the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, if requested by any within 15 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) and (c), use its reasonable best efforts to arrange for such underwriters wishes to include on in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the same Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions that apply to set forth herein. If a registration statement under which the other sellers in Company gives notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such Registration all event, the right of any such Holder's Registrable Securities to be offered included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and sold the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwith standing any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may, in their sole discretion, exclude such portion of the shares (including Registrable Securities) that it deems necessary from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each person contractually entitled to participate before the Holders, and third, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. If any Holder disapproves of the terms of any such underwriting, such Holder among the securities of the Company may elect to be distributed withdraw therefrom by such underwriters in such Registration. The Participating Holders shall be parties written notice to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any underwriter. Any Registrable Securities excluded or all of the conditions precedent to the obligations of such underwriters under withdrawn from such underwriting agreement also shall be conditions precedent to excluded and withdrawn from the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offeringregistration.

Piggyback Registrations. (a) If the Company proposes or is required to register any of its equity securities (which for the avoidance of doubt includes ADSs for all purposes of this Agreement) for its own account or for the account of any other shareholder under the Securities Act as contemplated (other than pursuant to registrations on Form F-4 (or Form S-4) or Form S-8 or any similar successor forms thereto) (including pursuant to a Demand Registration Request by Section 2.03 and any Holder), the Company shall give written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request through the applicable Primary Holder, made within five (5) days following the receipt of any such securities are Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be distributed in an Underwritten Offering through one or more underwritersdisposed of by the applicable Participating Holder), the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Sections 2.03(b) 2.2(c), 2.3 and (c)2.6 hereof, use its reasonable best efforts to arrange for cause all such underwriters Registrable Securities, the Holders of which have so requested the registration thereof, to include on be registered under the same terms and conditions that apply Securities Act with the securities which the Company at the time proposes to register to permit the sale or other sellers in such Registration all disposition by the Holders of the Registrable Securities to be offered and sold so registered, including, if necessary, by such Holder among filing with the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties SEC a post-effective amendment or a supplement to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made registration statement filed by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with prospectus related thereto. There is no limitation on the number of such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title piggyback registrations which the Company is obligated to effect pursuant to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method preceding sentence. No registration of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required effected under this Section 2.2(a) shall relieve the Company of its obligations to be made by such Participating Holder effect Demand Registrations under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten OfferingSection 2.1 hereof.

Piggyback Registrations. If the Company Issuer proposes to register any of its securities under the Securities Act as contemplated by Section 2.03 6.3 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company Issuer shall, if requested by any Holder of Registrable Securities pursuant to Section 2.03 6.3 and subject to the provisions of Sections 2.03(b6.3(a) and (c6.3(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company Issuer to be distributed by such underwriters in such Registration. The Participating Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company Issuer and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company Issuer to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with the Company Issuer or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, Securities and such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution or any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.