Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-8 (or, in any of the cases of (x) Shelf Registration Statement or (y), on any successor forms thereto)iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, of its intention to do so to each of the Holders of record of Registrable Securities at a minimum, least five (5) Business Days prior to the number of equity securities proposed to be registered, the proposed date of filing of such any registration statement with under the Commission, Securities Act. Piggyback rights included in this Section 2.2(a) include the proposed means right to piggyback on underwritten offerings or underwritten Block Trades by other shareholders of distribution and the proposed managing underwriter or underwriters (if any and if known)Company whose shares may be registered on a reoffer/resale prospectus filed pursuant to a Form S-8. Upon the written request of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the terms Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and conditions 2.6, include in such Company Shelf Underwriting the Registrable Securities of this Agreementany Holder which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Shareholder of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Shareholder and such Shareholder must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to cause all facilitate such Registrable Securities held by Piggyback Sellers with respect Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Demand Party wishes to which engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company has received such written or a Demand Party requests for inclusion a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to be included the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Piggyback Registration on the same terms and conditions Company Underwritten Block Trade or Underwritten Block Trade, as the Company’s equity securities being sold in such Piggyback Registrationapplicable.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or S-8 or any successor or similar forms thereto and other than pursuant to a registration under Section 4.1), whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering of Registrable Securities and, if so, the identity of the Managing Underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) on a registration statement on Form S-8 the price (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission net of any registration statement with respect thereto). Such notice (a “Piggyback Notice”underwriting commissions, discounts and the like) shall specify, at a minimum, which the number of equity securities proposed Registrable Securities are reasonably expected to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if knownsold). Upon the written request of any Person that on such holder delivered to the date of such Piggyback Notice is a Stockholder, given Company within five 30 calendar days after such Piggyback Notice is received by such Person (the receipt of any such Persons, a “Piggyback Seller”) notice (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Sellerholder and the intended method of disposition thereof), the Company, subject to the terms and conditions of this Agreement, shall Company will use its commercially reasonable best efforts to cause effect the registration under the Securities Act of all such of the Registrable Securities held by Piggyback Sellers with respect to which that the Company has received such written requests for inclusion been so requested to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.register; provided, however, that:

Piggyback Registrations. (a) Subject to If, at any time, the terms and conditions hereof, whenever the Company Issuer proposes or is required to register any of its equity securities Registrable Securities under the Securities Act (other than pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a registration by the Company Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), (x) if the equity securities so registered or proposed to be registered in such IPO are solely on account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any of its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, a “Non-Piggyback IPO”)) on a registration statement on Form S-4 S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)except as otherwise provided herein) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Issuer shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior of their intention to the filing by the Company with the Commission do so to each Holder of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number record of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)Registrable Securities. Upon the written request of any Person that on such Holder, made within 15 days following the date receipt of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyIssuer, subject to the terms Sections 2.2(b), 2.3 and conditions of this Agreement2.6, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as registration statement with the Company’s equity securities being sold that the Issuer at the time proposes to register to permit the sale or other disposition by the Holders in such Piggyback Registrationaccordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so to each of the Holders of record of Registrable Securities, at a minimumleast five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the number of equity securities proposed to be registeredCompany may delay any Piggyback Notice until after filing a registration statement, the proposed date of filing so long as all recipients of such registration statement with notice have the Commission, the proposed means same amount of distribution and the proposed managing underwriter or underwriters (time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations which the Company’s equity securities being sold in such Piggyback RegistrationCompany is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within five 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such PersonsPersons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company If at any time (i) LPL proposes to register any of its equity securities file a Registration Statement under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any with respect to an offering of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether Shares for its own account or for the account of othersany other Person (any such Person, the Company a “Registering Party”) other than (i) a registration under Section 4.2 or Section 4.3 or (ii) a Registration on Form S-4 or Form S-8, or any successor or similar forms, LPL shall each such time promptly give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof to any Stockholder that Beneficially Owns any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected and of such Stockholder’s rights under this Section 4.7 (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”). Subject to Section 4.7(c) and Section 4.7(d), LPL shall specifyinclude, at a minimumand will cause the underwriter or underwriters, the number of equity securities proposed if applicable, to be registeredinclude, in the proposed date of filing of such registration statement with the Commissionoffering, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being Shares proposed to be sold by LPL or such Registering Party in such offering, on a pro rata basis for the Stockholder, all Registrable Securities that LPL has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register for such Stockholder (each such registration pursuant to this Section 4.7, a “Piggyback Registration”); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration, LPL shall determine for any reason not to register such Shares, LPL, shall give written notice of such determination to all Stockholders who Beneficially Own any Registrable Securities and, thereupon, LPL shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by LPL to delay registration of Shares, such Stockholders shall be permitted to delay the registration of their Registrable Securities for the same period as the delay in registering such other Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 4.7, all Stockholders proposing to distribute their securities pursuant to this on Section 4.7 shall, at the request of LPL, enter into an agreement in customary form with the underwriter or underwriters selected by LPL or the Registering Party, as applicable.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give the Piggyback Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five ten business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any and if known)) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of such the Piggyback Notice is constitute a Stockholder, given within five days after such Piggyback Notice is received by such Person Stockholder (any such Persons, a “"Piggyback Seller”") (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s 's equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 or any successor form thereto, (oriii) pursuant to Section 2.3, in any of the cases of (x) or (y), on any successor forms thereto)iv) pursuant to Section 2.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 2.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject From and after the expiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-8 (or, in any of the cases of (x) Shelf Registration Statement or (y), on any successor forms thereto)iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject From and after the expiration of the First Step Restricted Period (but, subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Common Stock under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-8 (or, in any of the cases of (x) Shelf Registration Statement or (y), on any successor forms thereto)iv) pursuant to Section 5.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all holders of Registrable Securities prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock, in each case to the extent then known. Subject to Section 5.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by holders of Registrable Securities (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or S-4, (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto), or (z) pursuant to Section 4.1) or (ii) proposes to effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Shareholders prompt written notice thereof (but not less than five business days prior to the filing by the Company with the Commission of any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a StockholderShareholder, given within five days (A) one business day, in the case of any Block Trade Offering, or (B) three business days, in the case of any other offering, after such Piggyback Notice is received by such Person (any such PersonsPerson, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so to each of the Holders of record of Registrable Securities, at a minimumleast five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the number of equity securities proposed to be registeredCompany may delay any Piggyback Notice until after filing a registration statement, the proposed date of filing so long as all recipients of such registration statement with notice have the Commission, the proposed means same amount of distribution and the proposed managing underwriter or underwriters (time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations which the Company’s equity securities being sold in such Piggyback RegistrationCompany is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Piggyback Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any and if known)) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of such the Piggyback Notice is constitute a Stockholder, given within five days after such Piggyback Notice is received by such Person Shareholder (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)) given within five (5) Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Common Stock under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 (oror any successor form thereto, in any of the cases of (x) or (y), on any successor forms thereto)iii) pursuant to Section 1.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Holders prompt written notice thereof (but not less than five ten days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock, in each case to the extent then known. Subject to Section 1.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Holders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or S-4, (y) on a registration statement on Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such PersonsPerson, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Piggyback Shareholders prompt written notice thereof (but not less than five ten business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any and if known)) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of such the Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person Shareholder (any such Personseach, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders Permitted Transferees which have not signed a joinder as contemplated by Section 2.12.01) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Piggyback Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any and if known)) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of such the Piggyback Notice is constitute a Stockholder, given within five days after such Piggyback Notice is received by such Person Shareholder (any such Persons, a “"Piggyback Seller”") (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)) given within five (5) Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s 's equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Shareholders prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto); provided, however, that no notice shall be required so long as the Shareholders, collectively, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a StockholderShareholder, given within five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Shareholder, within five days of such Board approval (any such PersonsPersons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Ordinary Shares under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersother persons who are not Demand Shareholders (other than the PIPE Registration Statement or a registration by the Company (i) on Form F-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) pursuant to Section 1.1) (a “Piggyback Registration”), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Holders prompt written notice thereof (but not less than five ten (10) days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities Company Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such Company Ordinary Shares, in each case to the extent then known. Subject to Sections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Holders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Piggyback Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five ten business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any and if known)) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of such the Piggyback Notice is constitute a Stockholder, given within five days after such Piggyback Notice is received by such Person Stockholder (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto), provided, however, that no notice shall be required so long as the Stockholders, together, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within five days of such Board approval (any such PersonsPersons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Common Stock under the Securities Act in an Underwritten Offering (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Holders of Registrable Securities (each, a “Holder” and collectively, the Stockholders (excluding Fortress Affiliate Stockholders which have not signed “Holders”), except any Initiating Holder in the case of a joinder as contemplated by Section 2.1) Demand Registration Statement, prompt written notice thereof (but not less than five days ten Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any underwriter(s), and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Holders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Common Stock under the Securities Act in an Underwritten Offering that is not an Excluded Offering (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Applicable Shareholders of Registrable Securities prompt written notice thereof (but not less than five days Business Days prior to the filing by the Company with the Commission of any registration statement (or, in the case of an automatic shelf registration statement, a prospectus supplement) with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Common Stock proposed to be registered, the proposed date of filing of such registration statement statement, or such prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any underwriter(s), and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Common Stock, in each case to the extent then known. Subject to Section ‎6.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Applicable Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five days Business Days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions . For purposes of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.“

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on Form S‑4 or any successor form thereto, (ii) on Form S‑8 or any successor form thereto, (iii) on a registration statement on Form S-4 Shelf Registration Statement or (yiv) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)pursuant to Section 4.1) (each, a “Piggyback SV:315627.6 1001640689v15 Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to If at any time after the terms and conditions hereofexpiration of 180 days after the consummation of the Merger, whenever the Company Buyer proposes to register any of its equity securities the Buyer Common Stock under the Securities Act and the registration form to be used can be used to register the resale of the Common Stock (other than a registration by the Company statement (xA) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 or any successor form relating to securities issuable pursuant to any benefit plan or (orB) on Form S-4, in or any successor form to each such form relating to an exchange offer or relating to a transaction pursuant to Rule 145 of the cases of (x) or (yAct), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Buyer shall promptly give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt Shareholders written notice thereof of such determination to effect such a registration not later than twenty (but not less than five 20) business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed anticipated date of filing of such registration statement with the Securities and Exchange Commission (the "Commission, ") of the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)registration statement. Upon the written request of any Person that on either of the date of such Piggyback Notice is a Stockholder, Shareholders given within five fifteen (15) days after such Piggyback Notice is received by such Person (mailing of any such Personsnotice by Buyer, a “Piggyback Seller”) (as part of the registration to which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)notice relates, the Company, subject to the terms and conditions of this Agreement, Buyer shall use its commercially reasonable best efforts to cause to be registered under the Securities Act all such of the shares of Buyer Common Stock to be received by the Shareholders in the Merger (the "Registrable Securities") that the Shareholders have requested to be registered. Each Shareholder shall be entitled to participate in two "piggyback" registrations of the Registrable Securities held pursuant to this Section. A registration will not count as a permitted registration until it has become effective and the shares of Buyer Common Stock requested by Piggyback Sellers with respect to which the Company has received such written requests for inclusion Shareholder to be included in such Piggyback Registration on the same terms and conditions as registration statement have been sold pursuant to the Company’s equity securities being sold in such Piggyback Registrationregistration statement.

Piggyback Registrations. (a) Subject to the terms and conditions hereofIf, whenever at any time after an IPO, the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof of its intention to do so (but not less 1) to each of the Holders of record of Registrable Securities (other than individuals), at least five (5) business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice under the Securities Act and (a “Piggyback Notice”2) shall specifyto each Holder of Registrable Securities that is an individual, no more than five (5) business days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at a minimum, least five (5) business days prior to the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if knownstatement). Upon the written request of any Person that on the date of such Piggyback Notice is a StockholderHolder, given made within five (5) days after such Piggyback Notice is received by such Person (following the receipt of any such Persons, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an institutional Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and conditions the Company shall notify other Holders and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such shelf offering (which may close as early as three (3) business days after the Company’s equity securities being sold date it commences), provided that in the case of such Piggyback Registrationunderwritten block trade, only Block Eligible Participants shall have a right to notice and to participate, and provided, further, that the Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Common Stock under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 or any successor form thereto, (or, in any of iii) if the cases of (x) Registrable Securities are then registered pursuant to a Shelf Registration Statement or (y), on any successor forms thereto)iv) pursuant to Section 1.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the all Demand Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five ten days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock, in each case to the extent then known. Subject to Section 1.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Stockholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such PersonsPerson, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on Form S‑4 or any successor form thereto, (ii) on Form S‑8 or any successor form thereto, (iii) on a registration statement on Form S-4 Shelf Registration Statement or (yiv) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on Form S‑4 or any successor form thereto, (ii) on Form S‑8 or any successor form thereto, (iii) on a registration statement on Form S-4 Shelf Registration Statement or (yiv) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Shareholders prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto); provided, however, that no notice shall be required so long as the Shareholders, collectively, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a StockholderShareholder, given within five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Shareholder, within five days of such Board approval (any such PersonsPersons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s 's equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof of its intention to do so (but not less 1) to each of the Holders of record of Registrable Securities (other than individuals), at least five days (5) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice under the Securities Act and (a “Piggyback Notice”2) shall specifyto each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at a minimum, least five (5) Business Days prior to the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if knownstatement). Upon the written request of any Person that on the date of such Piggyback Notice is a StockholderHolder, given made within five (5) days after such Piggyback Notice is received by such Person (following the receipt of any such Persons, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.2(f), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations pursuant to the Company’s equity securities being sold in such Piggyback Registrationpreceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Common Stock under the Securities Act in an Underwritten Offering (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Holders of Registrable Securities (each, a “Holder” and collectively, the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1“Holders”) prompt written notice thereof (but not less than five days ten Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto); provided that, Piggyback Registrations shall not include (i) any “at the market” offering as defined in Rule 415(a)(4) of the Securities Act, or (ii) any Underwritten Offering priced by 11:59 p.m. Hawaiian Time on the first full Business Day following the day of the announcement of such offering. Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any underwriter(s), and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Holders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 or any successor form thereto, (oriii) pursuant to Section 6.3, in any of the cases of (x) or (y), on any successor forms thereto)iv) pursuant to Section 6.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any shares of its equity Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-8 (or, in any of the cases of (x) Shelf Registration Statement or (y), on any successor forms thereto)iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the all Demand Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five 15 calendar days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Stockholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five 10 days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 or any successor form thereto, (oriii) pursuant to Section 6.3, in any of the cases of (x) or (y), on any successor forms thereto)iv) pursuant to Section 6.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any), and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on Form S-8, or any successor or similar forms), any shares pursuant to a registration statement on Form S-8 (orDemand Registration under Section 3.1.2, or any shares pursuant to a S-3 Registration under Section 3.1.3, in any a manner that would permit registration of Registrable Securities for sale to the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for public under the account of othersSecurities Act and in an underwritten offering, the Company shall will each such time promptly give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to all Series A Investors who beneficially own any Registrable Securities of its intention to do so, of the filing registration form of the SEC that has been selected by the Company with and of such Series A Investors’ rights under this Section 3.1 (the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall The Company will use its commercially reasonable efforts to include, and to cause all such Registrable Securities held by Piggyback Sellers with respect the underwriter or underwriters to which include, in the Company has received such written requests for inclusion to be included in such Piggyback Registration proposed offering, on the same terms and conditions as the Company’s equity securities being sold of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the Series A Investors entitled to receive a Piggyback Notice hereunder (each such registration pursuant to this Section 3.1.1, a “Piggyback Registration”). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1.1, all Series A Investors proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the request of the Company, enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, the Company shall have no obligation under this Section 3.1.1 to make any offering of its securities or to 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 Series A Investor for its failure to do so or for such delay (other than with respect to any obligations of the Company to effect Demand Registrations in accordance with Section 3.1.2 or S-3 Registrations in accordance with Section 3.1.3).

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Public Company proposes to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than a registration by the Public Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 or any successor form thereto, (oriii) pursuant to Section 6.3, in any of the cases of (x) or (y), on any successor forms thereto)iv) pursuant to Section 6.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Public Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Public Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Public Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by Public Company of the written request of any Person that on the date proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), Public Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which Public Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject If at any time after the first anniversary of the date of this Warrant Agreement and prior to the terms and conditions hereof, whenever fifth anniversary hereof the Company proposes to register (including for this purpose a registration effected by the Company for shareholders of the Company other than the Warrantholders or the holders of Underlying Common Stock (you and any person who acquires Warrants or Underlying Common Stock in accordance with Section 3 are collectively referred to in this Section 4 as the "Holders")) any shares of its equity securities Common Stock or Other Securities under the Securities Act for sale within such four-year period (other than a registration by for issuance or sale in connection with (i) employee or non-employee director compensation or benefit programs, (ii) an exchange offer or an offering of securities solely to the Company existing shareholders or employees of the Company, (xiii) on an acquisition, merger or other business combination using a registration statement on Form S-4 or any successor or other appropriate or similar form), (yiv) on a registration statement on Form S-8 or similar form or (orv) a shelf registration pursuant to Rule 415 promulgated under the Act) (each such registration with respect to which registration rights shall apply being an "Applicable Registration"), the Company will give prompt written notice (which, in any of the cases of (x) or (y)event, on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not be given no less than five 30 days prior to the filing by the Company with the Commission of any a registration statement with respect thereto). Such notice (a “Piggyback Notice”to such offering) shall specifyto the Holders of its intention so to do and, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given Holder sent within five 20 days after such Piggyback Notice is received by such Person (receipt of any such Personsnotice, a “Piggyback Seller”) (the Company will use its best efforts to cause all Underlying Common Stock as to which written request any such Holder shall specify the number of Registrable Securities then presently intended have so requested registration to be disposed of by such Piggyback Seller)registered under the Act, the Company, subject all to the terms and conditions extent necessary to permit the sale in such offering of this Agreementthe Underlying Common Stock so registered on behalf of any such Holder in the same manner as the Company (or shareholder other than the Holders, as the case may be) proposes to offer its shares of Common Stock or Other Securities. The Company shall use its commercially reasonable efforts to cause all such Registrable Securities held the managing underwriter or underwriters of an Applicable Registration that is a proposed underwritten offering to permit the Underlying Common Stock so requested by Piggyback Sellers with respect to which the Company has received such written requests for inclusion any Holder to be included in the registration for such Piggyback Registration offering on the same terms and conditions as the shares of Common Stock or Other Securities of the Company (or other shareholders if no shares are to be offered on behalf of the Company’s equity securities being sold ) included therein. Notwithstanding the foregoing, if the managing underwriter of such offering delivers a letter to the Company and the Holders requesting registration that the total number of shares of Common Stock or Other Securities which such Holders or the Company, and any other person, intend to include in such Piggyback Registrationoffering will in the good faith opinion of such managing underwriter materially and adversely affect the success of such offering, then the number of shares of Underlying Common Stock to be offered for the account of the Holders and the shares of Common Stock or Other Securities to be offered for the account of such other shareholder, if any, shall be reduced pro rata based upon the number of shares of Common Stock proposed to be sold by the Holders and other persons to the extent necessary to reduce the total number of shares of Common Stock or Other Securities to be included in such offering to the number of shares recommended by such managing underwriter.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or S-4, (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto), or (z) pursuant to Section 4.1) or (ii) proposes to effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five business days prior to the filing by the Company with the Commission of any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days (A) one business day, in the case of any Block Trade Offering, or (B) three business days, in the case of any other offering, after such Piggyback Notice is received by such Person (any such PersonsPerson, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders Permitted Transferees which have not signed a joinder as contemplated by Section 2.12.01) prompt written notice thereof (but not less than five 5 business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five 5 business days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Common Stock under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-8 (or, in any of the cases of (x) Shelf Registration Statement pursuant to Section 4.3 or (y), on any successor forms thereto)iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) reasonably prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)) to all holders of Registrable Securities. Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities proposed shares of Company Common Stock that the Company proposes to be registeredregister, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such Piggyback Notice is a Stockholdershares of Company Common Stock, given within five days after in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is received Registration all Registrable Securities held by such Person holders of Registrable Securities (any such Persons, a “Piggyback Seller”) with respect to which the Company has received written requests (which written request requests shall specify the number of Registrable Securities then presently intended requested to be disposed of by such Piggyback Seller), ) for inclusion therein from any holder of Registrable Securities within ten (10) days after such Piggyback Notice is given by the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or S-4, (y) on a registration statement on Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Holders prompt written notice thereof (but not less than five ten days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, Holder given within five ten days after such Piggyback Notice is received by such Person (any such PersonsPerson, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities equal to or greater than the Minimum Registration Amount held by the Piggyback Sellers with respect to which the Company has received such written requests request for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. If at any time (ai) Subject to the terms and conditions hereof, whenever the Company Buyer proposes to register for sale by Buyer any of its equity securities under the Securities Act Shares (other than a registration by the Company (x) on a registration statement on Form S-4 or Form S-8, or any successor or similar forms) for sale to the public under the Securities Act, or (yii) on a registration statement on Form S-8 (orany Person, in including any of the cases Sponsors or Founders, proposes to sell Registrable Securities in a registered sale, Buyer shall each such time promptly give written notice to any other Sponsor, Founder, Manager or Holder that beneficially owns any Registrable Securities of (x) its or (y)their intention to do so, on any successor forms thereto)of the registration form of the SEC that has been selected and of such holders’ rights under this Section 6.1(g) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) ). Subject to Section 6.1(j), Buyer shall specifyinclude, at a minimumand will cause the underwriter or underwriters, the number of equity securities proposed if applicable, to be registeredinclude, in the proposed date of filing of such registration statement with the Commissionoffering, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being Shares proposed to be sold by or the Demanding Party (as the case may be) in such offering, on a pro rata basis for the Sponsors, Managers and Holders and two times pro rata basis for the Founders, all Registrable Securities that Buyer has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register for such Stockholders, as applicable (each such registration pursuant to this Section 6.1, a “Piggyback Registration”); provided, however, that (A) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, Buyer or the Demanding Party, as the case may be, shall determine for any reason not to register such Shares, Buyer, shall give written notice of such determination to all Sponsors, Founders, Managers and Holders who Beneficially Own any Registrable Securities and, thereupon, Buyer or the Demanding Party, as applicable, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (B) in case of a determination by Buyer or the Demanding Party, as applicable, to delay registration of its Shares, such party shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 6.1(g), all Stockholders proposing to distribute their securities pursuant to this on Section 6.1(g) shall, at the request of Buyer, enter into an agreement in customary form with the underwriter or underwriters selected by Buyer or the Demanding Party, as applicable.

Piggyback Registrations. (a) Subject to the terms and conditions hereofIf, whenever at any time, the Company proposes or is required to register any of its equity securities Common Stock under the Securities Act (other than pursuant to registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan, dividend reinvestment plan, or a registration by merger or consolidation or other than incidental to an issuance of securities intended to be resold under Rule 144A of the Company (xSecurities Act) on a registration statement on Form S-4 S-1, Form S-2, or Form S-3 (y) on a or an equivalent general registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”foxx xxxx xx xxfect), whether or not for its own account or for the account of othersaccount, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior of its intention to do so to each of the filing by the Company with the Commission Holders of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number record of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)Registrable Securities. Upon the written request of any Person that on such Holder, made within twenty (20) days following the date receipt of such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to Sections 2.3(b), 2.4, 2.7(b), and 2.8 hereof, include in such filing the terms Registrable Securities for which registration is requested by any such Holder and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to Securities, the Holders of which have so requested the Company has received such written requests for inclusion registration thereof, to be included in such Piggyback Registration registered under the Securities Act on the same terms and conditions as any Common Stock which the Company’s equity securities being sold Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered (each, a "Piggyback Registration"). There is no limitation on the number of such Piggyback Registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.3(a) shall relieve the Company of its obligations to effect a Demand Registration.

Piggyback Registrations. (ai) Subject to the terms and conditions hereofSection 1(l), whenever the Company proposes to register the offer and sale of any of its equity securities Common Stock under the Securities Act (other than a registration by the Company (xA) on a registration statement on Form S-4 or any successor form thereto, (yB) on a registration statement on Form S-8 (oror any successor form thereto, in any of the cases of (x) or (y), on any successor forms thereto)C) pursuant to Section 1(a) of this Agreement) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Shareholder prompt written notice thereof (but not less than five days fourteen (14) Business Days prior to the filing by the Company with the Commission SEC of any registration statement or prospectus supplement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares (or dollar amount, which may in either case be expressed as a range) of Common Stock proposed to be registered, the proposed date of filing of such registration statement with the CommissionSEC, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such Piggyback Notice is a Stockholdershares of Common Stock, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify in each case to the number of Registrable Securities extent then presently intended known. Subject to be disposed of by such Piggyback SellerSection 1(b)(ii), the Company, subject to the terms and conditions of this Agreement, Company shall use its commercially reasonable efforts to cause include in each such Piggyback Registration all such Registrable Securities held by Piggyback Sellers the Shareholder with respect to which the Company has received such a written request (which written requests shall specify the number of Registrable Securities requested to be disposed of by the Shareholder) for inclusion to be included in therein within five (5) Business Days after such Piggyback Registration on Notice is received by the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationShareholder.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If at any time the Company proposes to register any of its equity securities under the Securities Act (other than a registration by for sale to the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”)public, whether for its own account or for the account of othersother security holders or both (except with respect to registration statements on Forms S-4, X-0 xx another form not available for registering Common Stock for sale to the public), each such time the Company shall will give the Stockholders at least fifteen (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.115) prompt business days' prior written notice thereof (but not less than five days prior to the filing by the Company with the Commission Holders of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed its intention so to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)do. Upon the written request of any Person that on a Holder, received by the date of such Piggyback Notice is a Stockholder, given Company within five ten (10) business days after such Piggyback Notice is received by such Person (the giving of any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of notice by such Piggyback Seller), the Company, subject to register any of the Registrable Securities, the Company will cause such Registrable Securities, as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the terms and conditions extent required to permit the sale or other disposition of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held Securities, as the case may be, by Piggyback Sellers with respect the Holder thereof. In the event that any registration pursuant to which the Company has received such written requests for inclusion this Agreement shall be, in whole or in part, an underwritten public offering of securities, then (i) if all other holders of securities to be included in such Piggyback Registration on the same terms and conditions as offering, other than the Company’s equity , agree at the request of the underwriter to refrain from selling securities being sold of the Company for a reasonable period of time following the effective date of the applicable registration statement of the Company under the Securities Act, the Holders shall agree to refrain therefrom during such reasonable time period, provided that such time period shall not exceed one hundred and eighty (180) days, and (ii) subject to Section 2(b) hereof, the number of shares of Registrable Securities to be included in such Piggyback Registrationan underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would materially adversely affect the marketing of the securities to be sold therein.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (xi) on -19- Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a registration statement on Form S-4 Shelf Registration Statement or (yiv) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days (5) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five (5) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Common Stock under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersother persons who are not Holders (other than (i) an Exchange Registration, (ii) a registration statement filed in connection with a Primary Issuance Funding under the Exchange Agreement, (iii) a registration by the Company on Form S-4 or any successor form thereto, (iv) a registration by the Company on Form S-8 or any successor form thereto (v) a registration in connection with any dividend reinvestment plan or similar plans, (vi) a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities also being registered or (vii) pursuant to Section 1.1) (a “Piggyback Registration”), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Holders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock, in each case to the extent then known. Subject to Section 1.2(b), the Company shall use reasonable best efforts to include in each such Piggyback Notice is Registration all Registrable Securities held by Holders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five days (5) Business Days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof of its intention to do so (but not less 1) to each of the Holders of record of Registrable Securities (other than individuals), at least five days (5) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice under the Securities Act and (a “Piggyback Notice”2) shall specifyto each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at a minimum, least five (5) Business Days prior to the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if knownstatement). Upon the written request of any Person that on the date of such Piggyback Notice is a StockholderHolder, given made within five (5) days after such Piggyback Notice is received by such Person (following the receipt of any such Persons, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations pursuant to the Company’s equity securities being sold in such Piggyback Registrationpreceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at a minimumleast five (5) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the number filing of equity securities proposed the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to be registered, the proposed date of filing of such registration statement with statement). Notwithstanding the Commissionforegoing, the proposed means Company may delay any Piggyback Notice to any Holders of distribution and record of Registrable Securities (other than the proposed managing underwriter or underwriters (Demand Parties) until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.2(f), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (the “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (the “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Demand Parties of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Demand Parties and, if applicable, any Starr Member Transferees must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as three (3) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any Holder who does not constitute a Demand Party shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable; provided, however, that, for so long as Starr shall constitute a Demand Party hereunder, in the event that Starr shall have effected a Partner Distribution to Starr Member Transferees, the Company shall use its reasonable best efforts to facilitate the inclusion of Registrable Securities held by Piggyback Sellers with respect Qualifying Starr Member Transferees in such a Company Underwritten Block Trade or Underwritten Block Trade, as applicable, to which the extent that the inclusion of such Registrable Securities does not, in the reasonable judgment of the Company has received (in the case of a Company Underwritten Block Trade) or the Demand Party requesting the Underwritten Block Trade (in the case of an Underwritten Block Trade), impair the execution of such written requests for inclusion Company Underwritten Block Trade or Underwritten Block Trade, as applicable, it being understood that any notice provided to Starr Member Transferees shall be included the sole responsibility of Starr, in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationits discretion.

Piggyback Registrations. (a) Subject to If the terms and conditions hereof, whenever the Company Buyer at any time proposes to register any of its equity securities under the Securities Act (other than including pursuant to a demand of any stockholder of the Buyer exercising registration by rights) for sale to the Company public (x) on a except with respect to registration statement statements on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of or another form not available for registering the cases of (x) or (yRegistrable Securities for sale to the public), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall each such time it will give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt at least 20 days' advance written notice thereof (but not less than five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)all Sellers. Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, Sellers of the Registrable Securities given within five twenty (20) days after such Piggyback Notice is received receipt by such Person (any Sellers of such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)notice, the CompanyBuyer will, subject to the terms and conditions of limits contained in this AgreementSection 3.3, shall use its commercially reasonable best efforts to cause all such Registrable Securities held of said requesting Sellers to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite to permit such sale or other disposition by Piggyback such Seller; provided, however, that if the Buyer is advised in writing in good faith by any managing underwriter of the Buyer's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by sellers other than the Buyer (collectively, "Selling Stockholders") is greater than the amount which can be marketed without materially and adversely affecting such offering, the Buyer may reduce the amount offered for the accounts of Selling Stockholders (including sellers of shares of Registrable Securities) pursuant to a contractual, incidental "piggy back" right to include such securities in a registration statement to a number deemed satisfactory by such managing underwriter; provided further, that no reduction shall be made in the amount of Registrable Securities offered for the accounts of the Sellers unless such reduction is imposed pro rata with respect to (i) all securities whose sellers have a contractual, incidental "piggy back" right to include such securities in the registration statement as to which inclusion has been requested pursuant to such right and (ii) any executive officer of the Company has received Buyer; and provided further, that there is first excluded from such written requests for inclusion registration statement all shares of Common Stock sought to be included in therein by (x) any seller thereof, other than any executive officer of the Buyer, not having any such Piggyback Registration on contractual, incidental or "piggyback" registration rights and (y) any seller thereof having contractual, incidental registration rights subordinated and junior to the same terms and conditions as rights of the Company’s equity securities being sold in such Piggyback RegistrationSellers."

Piggyback Registrations. (a) a. Subject to the terms and conditions hereof, whenever the Company proposes to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 or any successor form thereto, (oriii) pursuant to Section 6.3, in any of the cases of (x) or (y), on any successor forms thereto)iv) pursuant to Section 6.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 6.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof of its intention to do so (but not less 1) to each of the Holders of record of Registrable Securities (other than individuals), at least five days (5) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice under the Securities Act and (a “Piggyback Notice”2) shall specifyto each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at a minimum, least five (5) Business Days prior to the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if knownstatement). Upon the written request of any Person that on the date of such Piggyback Notice is a StockholderHolder, given made within five (5) days after such Piggyback Notice is received by such Person (following the receipt of any such Persons, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.2(f), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such Piggyback Registration offering is to commence and the Company shall notify other Investor Holders on the same terms day and conditions other Investor Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the Company’s equity securities being sold date it commences), provided that the Investor Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. In the event an Investor Holder requests such an underwritten block trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any Holder who does not constitute an Investor Holder shall have no right to participate in such Piggyback Registrationunderwritten block trade.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Common Stock under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 (oror any successor form thereto, in any of the cases of (x) or (y), on any successor forms thereto)iii) pursuant to Section 1.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Holders prompt written notice thereof (but not less than five ten (10) days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock, in each case to the extent then known. Subject to Section 1.2(b). Upon , the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) with respect to which the Company has received written request requests (which written requests shall specify the number of any Person that Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein, on the date of same terms and conditions as the other securities otherwise being sold pursuant to such Piggyback Notice is a Stockholderregistration statement, given within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any Common Stock (or any other securities that are of its equity securities the same class or series as any Registrable Securities that are not shares of Common Stock) under the Securities Act (other than a registration by the Company (xi) on Form S-4, (ii) on Form S-8, (iii) pursuant to Section 2.1 or (iv) pursuant to Section 2.2, the foregoing, each, an “Excluded Registration Statement”) or conduct an Underwritten Offering pursuant to a then-effective registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)other than an Excluded Registration Statement) (eachany such registration or offering, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all Demand Shareholders prompt written notice thereof (but not less than five days ten Business Days prior to the filing by the Company with the Commission of any registration statement or prospectus supplement, as applicable, with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Common Stock (or other securities, as applicable) proposed to be registeredregistered or offered, as applicable, the proposed date of filing of such registration statement or prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any), and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 2.3(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by Demand Shareholders (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten calendar days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) Piggyback Shareholders prompt written notice thereof (but not less than five ten business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters (if any and if known)) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of such the Piggyback Notice is constitute a Stockholder, given within five days after such Piggyback Notice is received by such Person Shareholder (any such Persons, a “"Piggyback Seller”") (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)) given within ten days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s 's equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than the "Piggyback Notice") of its intention to do so to each of the Holders of record of Registrable Securities, at least five days (5) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act. Such notice (a “Piggyback Notice”) shall specify, at a minimumNotwithstanding the foregoing, the number of equity securities proposed to be registeredCompany may delay any Piggyback Notice until after filing a registration statement, the proposed date of filing so long as all recipients of such registration statement with notice have the Commission, the proposed means same amount of distribution and the proposed managing underwriter or underwriters (time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations which the Company’s equity securities being sold in such Piggyback RegistrationCompany is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) Subject From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities Company Common Stock under the Securities Act (other than a registration by the Company (xi) on a registration statement on Form S-4 or any successor form thereto, (yii) on a registration statement on Form S-8 or any successor form thereto, (or, in any of iii) on the cases of (x) Shelf Registration Statement pursuant to Section 5.3 other than a Marketed Underwritten Shelf Offering or (y), on any successor forms thereto)iv) pursuant to Section 5.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) all holders of Registrable Securities prompt written notice thereof (but not less than five days ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by the written request Company of any Person that on the date proposed minimum offering price of such shares of Company Common Stock, in each case to the extent then known. Subject to Section 5.2(b), the Company shall include in each such Piggyback Notice is Registration all Registrable Securities held by holders of Registrable Securities (a Stockholder, given “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within five ten (10) days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.