Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at the Company or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Holder proposes to conduct a registered offering of, or more effective Registration Statements covering all of the Registrable Securities and (B) if the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of securityholders of the Company (or by the Company and by the securityholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) a Block Trade or an Other Coordinated Offering (which shall at each such time promptly be subject to Section 2.4), then the Company shall give written notice of such proposed offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty (20) ten days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the extent permitted under Holders of Registrable Securities the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten five (105) business days after receipt of the Company’s such written notice (such Registration, a “Piggyback Registration”). Such notice shall offer Subject to Section 2.2.2, the holders of the Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.2.1 to be offered included therein on the same terms and conditions as any similar securities of the Company included in such registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If If, at any time following time, subject to compliance by the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Holders with Section 3.3, the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for equityholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof (subject to Section 2.3)), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of its securities solely to the Company’s existing stockholders, it (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, or (e) for a corporate reorganization or transaction under Rule 145 of the Securities Act, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty seven (207) days before the anticipated filing datedate of such Registration Statement, which notice shall (i) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (ii) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such holders may request in writing within ten three (103) business days after receipt of the Company’s such written notice (a “Piggyback Registration”). Such notice The Company shall offer the holders of the cause such Registrable Securities the opportunity to register be included in such number of shares of Registrable Securities as each such holder may request registration and shall indicate the intended method of distribution of such Registrable Securities. If use its commercially reasonable efforts to cause the managing underwriter Underwriter or Underwriters of any underwritten offering shall inform a proposed Underwritten Offering to permit the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to a Piggyback Registration on the number same terms and conditions as any similar securities of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in and to permit the sale or other disposition of such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. All holders proposing to distribute their securities through a Piggyback Registration shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Piggyback Registration.

Piggyback Rights. (i) If at PubCo or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Special Holder proposes to conduct a registered offering of, or more effective if PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of, Equity Securities of Common Stock by the Company PubCo or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo (or by PubCo and by the stockholders of PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to PubCo’s existing stockholders, it (iii) for an offering of debt that is convertible into Equity Securities of PubCo, or (iv) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to the all Holders of its intention to do so (as soon as practicable but in no event not less than twenty (20) four calendar days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the extent permitted under Holders the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Holders may request in writing within ten (10) three calendar days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”). Such notice . (ii) Subject to Section 3.2(b), PubCo shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of cause all Registrable Securities requested by the Holders to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 3.2(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained in this Holder’s agreement to abide by the terms of Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)3.6 below.

Piggyback Rights. If Subject to Section 7, at any time and from time to time after 40 days following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 Closing Date, if the Company proposes to (A) there is not one or more effective file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) Statement with respect to an offering of Common Stock by Equity Securities of the Company or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of the Company (other than a form not available for registering the resale of the Registrable Securities to the public), for its own account or for the account of any a Stockholder of the Company that is not a party to this Agreement, or (B) conduct an offering of Equity Securities of the Company or securities or other obligations exercisable or exchangeable for or convertible into Equity Securities of the Company, for its stockholdersown account or for the account of a Stockholder that is not a party to this Agreement (such offering referred to in clause (A) or (B), it a “Piggyback Offering”), the Company shall at each such time promptly give written notice (the “Piggyback Notice”) of such Piggyback Offering to the Holders Registration Rights Parties. The Piggyback Notice shall include the amount and type of its intention securities to do so (but be included in no event less than twenty (20) days before such offering, the anticipated filing date) and, expected date of commencement of marketing efforts and any proposed managing underwriter and shall offer the Registration Rights Parties the opportunity to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration Piggyback Offering such amount of Registrable Securities as each Registration Rights Party may request. Subject to Section 2(c)(ii) and Section 2(c)(iv), the Company will include in each Piggyback Offering all Registrable Securities with respect to for which the Company has received written requests for inclusion therein within ten (10) days after receipt the date the Piggyback Notice is given (provided that, in the case of a block trade or a Bought Deal, such written requests for inclusion must be received within one Business Day after the date the Piggyback Notice is given); provided, however, that, in the case of a Piggyback Offering in the form of a “takedown” under a Shelf Registration Statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant offered. All Registration Rights Parties proposing to this Section 6(d)distribute their securities through a Piggyback Offering, when added to the number as a condition for inclusion of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupontherein, shall be relieved of its obligation agree to register any Registrable Securities in connection enter into an underwriting agreement with the Underwriters for such registrationPiggyback Offering; provided, however, that nothing contained the underwriting agreement is in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)customary form.

Piggyback Rights. If the Partnership (a) shall at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason propose to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to under the Securities Act for an offering of Common Stock by equity securities of the Company Partnership for its own account cash (including, without limitation, the Qualified Initial Public Offering but excluding an offering relating solely to an employee benefit plan or for to a reorganization, combination or merger involving the account of any of its stockholders, it Partnership) or (b) shall at each such any time promptly give written be required to file a registration statement pursuant to Section 10.1 or Section 10.2, the Partnership shall provide notice to all Holders in writing at least 15 days prior to the Holders filing date (the “Piggyback Notice”) of its intention to do so file such registration statement and shall use all reasonable efforts to include such number or amount of securities held by each Holder (but other than the demanding Holder in no event less than twenty (20the case of a registration statement required pursuant to Section 10.1 or Section 10.2) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein statement as such Holder shall request in writing within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer Notice; provided, that the holders Partnership is not required to make any effort or take any action to so include the securities of any Holder once the registration statement is declared effective by the Commission, including any registration statement providing for the offering from time to time of securities pursuant to Rule 415 of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable SecuritiesAct. If the proposed or required offering shall be an underwritten offering, then, if the managing underwriter or managing underwriters of any underwritten such offering shall inform advise the Company by letter Partnership and the Holders in writing that in their opinion the inclusion of its belief that all or some of the number of Registrable Securities requested Limited Partnership Interests proposed to be included in such registration pursuant to this Section 6(d), when added to the number offering would adversely and materially affect the success of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company Partnership shall include in such registrationoffering only that number or amount, to if any, of securities that, in the extent opinion of the total number of securities which managing underwriter or managing underwriters, will not so adversely and materially affect the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained (i) in the case of any offering proposed by the Partnership pursuant to this Section 6(e10.3(a), the number or amount of Limited Partnership Interests that will be included in such offering shall be allocated first to the Partnership, second to the Holders that have requested to participate in the offering pursuant to this Section 10.3, pro rata based on the total number or amount of Limited Partnership Interests requested to be included by such Holders, and finally to any other holders of Limited Partnership Interests that have contractual rights to participate in such offering that have been exercised, and (ii) in the case of any offering demanded by a Holder pursuant to Section 10.1 or Section 10.2, the number or amount of Limited Partnership Interests that will be included in such offering shall limit be allocated first to the Companydemanding Holder, second to the Holders that have requested to participate in such offering pursuant to this Section 10.3, pro rata based on the total number or amount of Limited Partnership Interests requested to be included by such Holders, and finally to the Partnership and any other holders of Limited Partnership Interests that have rights to participate in such offering that have been exercised (on such basis as determined by the General Partner and such other holders). Except as set forth in Section 10.4, all expenses incurred in connection with any registration and offering proposed by the Partnership pursuant to this Section 10.3(a) (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s liabilities and/or obligations under this Agreementand accounting fees, includingreasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without limitationreimbursement by the Holders, it being understood and agreed that all expenses of a registration and offering required pursuant to Section 10.1 or Section 10.2 shall be paid in accordance with the obligation to pay liquidated damages under Section 2(d)applicable provisions thereof.

Piggyback Rights. If SCA at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register Common Shares or any shares of Common Stock other equity securities under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Securities Act, for its own account or for the account of any holder of its stockholderssecurities, it shall on a form which would permit registration of Common Shares held by XL Capital and its Subsidiaries ("Registrable Shares") for sale to the public under the Securities Act, or proposes to register any equity securities in a so-called "unallocated" or "universal" shelf registration statement, SCA will at each such time promptly give 30 days written notice to the Holders XL Capital of its intention to do so. XL Capital may by written response delivered to SCA within 10 days after the giving of any such notice request that all or a specified part of the Registrable Shares be included in such registration. Such response shall also specify the intended method of disposition of such Registrable Shares. SCA thereupon will use its reasonable commercial efforts as a part of its filing of such form to effect the registration under the Securities Act of all Registrable Shares which SCA has been so (but in no event less than twenty (20) days before the anticipated filing date) andrequested to register, to the extent permitted under required to permit the provisions of Rule 415 under disposition (in accordance with the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10intended methods thereof as aforesaid) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity Shares so to register such number of shares of Registrable Securities as each such holder may request be registered; provided that if a recognized financial advisor and shall indicate the intended method of distribution of such Registrable Securities. If the managing potential underwriter of any underwritten offering shall inform the Company by letter of its belief advises SCA that the number of Registrable Securities requested shares to be included in a registration pursuant hereto should be limited because the inclusion thereof would adversely affect the market for the Common Shares or such proposed offering, all or a part of the Registrable Shares sought to be included as part of such proposed registration shall be excluded from such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent necessary to comply with such advice. SCA shall be under no obligation to complete any offering of the total number of its securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company it proposes to register make and shall incur no liability for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject failure to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)do so.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (Aa) there is not one or more effective Registration Statements covering all Subject to Section 4.1 of the Registrable Securities and Stockholders Agreement (Bas it may be amended or waived), if after the second (2nd) anniversary of the Effective Date (or earlier if the Company agrees to waive the two-year transfer restriction under the Stockholders Agreement), the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 S-8, or any successor or other forms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall, at each such time, other than in the case of an underwritten secondary offering initiated by a BX Holder, give prompt written notice (or a similar or successor form)which notice shall be given not less than ten (10) with respect Business Days prior to an offering of Common Stock the filing by the Company for its own account or for with the account SEC of any registration statement with respect thereto and shall specify the intended method or methods of its stockholders, it shall at disposition and the number of Securities proposed to be registered) to each such time promptly give written notice to the Holders Holder of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter Holder’s rights under this Section 2.1, provided, no such notice need be given of any underwritten offering shall inform if the managing underwriter advises the Company by letter in writing (a copy of which shall be provided to each Holder) that, in its belief that opinion, the inclusion of Registrable Securities would be likely to have an adverse impact on the price, timing or distribution of the Securities offered in such offering. Upon the written request of any Holder made within five (5) Business days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company offering price or underwriter’s discount is so advised can be sold in determined with the managing underwriter or underwriters; (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty eight (20) days 8) Trading Days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”)notice. Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”)offering, securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to conduct an offering of Common Stock by Underwritten Offering, the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give prior written notice of such proposed Underwritten Offering to the Holders of its intention to do so (Registrable Shares as soon as reasonably practicable, but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days Business Days before the anticipated offering date (six (6) Business Days before any anticipated offering date if such Underwritten Offering is an “overnight” offering or equivalent expedited offering (an “Expedited Offering”), undertaking to provide each Holder the opportunity to participate in such Underwritten Offering on the same terms and conditions as the Company. Each Holder will have seven (7) Business Days (four (4) Business Days in the case of an Expedited Offering) after receipt of any such notice to notify the Company as to whether it wishes to participate in such Underwritten Offering; provided that should a Holder fail to provide timely notice to the Company’s , such Holder will forfeit any rights to participate in such Underwritten Offering. If the Company shall determine in its sole discretion to delay the proposed Underwritten Offering, the Company shall provide written notice of such determination to the Holders and shall thereupon be permitted to delay such Underwritten Offering. In connection with any Underwritten Offering in which any Holder is exercising piggyback rights pursuant to this Section 2.2, the Company shall be entitled to select the Underwriters in connection with such Underwritten Offering. (b) If in the business judgment of a “Piggyback Registration”). Such notice shall offer majority of the holders independent directors of the Board of Directors arrived at in good faith, that the inclusion of the Registrable Securities in the opportunity Underwritten Offering would reduce the cash proceeds to register the Company such number as to have a material adverse effect on the Company, then the Company shall advise Holders exercising piggyback rights of shares the conclusion of Registrable Securities as each such holder may request the Board of Directors, and their Common Stock shall indicate not be included in the intended method of distribution of such Registrable SecuritiesUnderwritten Offering. If the managing underwriter Underwriter of any underwritten offering shall inform an Underwritten Offering advises the Company by letter of its belief that the number inclusion of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration Shares by the Company, a Holder would materially adversely affect such offeringUnderwritten Offering, then the Company shall include in such registrationUnderwritten Offering, as to the extent of the total each Holder exercising piggyback rights pursuant to this Section 2.2 and any other Person or Persons having a contractual right to request their Common Stock be included in such Underwritten Offering, that number of securities which Common Stock that the Company is so advised can be sold in (or during the time of) such offering Underwritten Offering without so materially and adversely affecting such offering Underwritten Offering, determined as follows: (i) First, for the “Sale Number”Holders electing to participate in such Underwritten Offering, such number of Registrable Shares equal to twenty-five percent (25%) of the number of Common Stock able to be sold as determined by the managing Underwriter; (ii) Second, for the Company, the remaining number of Common Stock able to be sold as determined by the managing Underwriter; (iii) Third, for each remaining holder of Common Stock securities who holds contractual piggyback rights, other than the Holders described above in clauses (i), securities in the following priority: (x) first, all fraction of such holder’s Common Stock or securities convertible into, or exchangeable or exercisable for, proposed to be sold that is obtained by dividing (A) the remaining number of Common Stock that such holder proposes to include in such Underwritten Offering by (B) the total remaining number of Common Stock proposed to be sold in such Underwritten Offering by all such holders; and (iv) Fourth, for each remaining holder of Common Stock, other than the Holders described above in clause (i) and the holders described above in clause (iii), if any, who are permitted by the Company proposes to register for its own account; and so participate, such number of Common Stock as is determined by multiplying (yA) secondthe remaining Common Stock able to be sold as determined by the managing Underwriter, by (B) the Holders on a pro rata basis based on fraction obtained by dividing (1) the number of Registrable Securities subject Common Stock that such holder proposes to registration rights owned include in such Underwritten Offering by each holder requesting inclusion in relation to (2) the total number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject Common Stock proposed to the same underwriting discounts and commissions that apply to the other securities be sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with Underwritten Offering by all such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)remaining holders.

Piggyback Rights. If Subject to Section 5.2(c) and Section 5.2(d), if the Company at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Shares for its own account (a “Company Registration”) or for the account of any shareholder of its stockholdersthe Company possessing demand rights (including in connection with an Investor Registration Demand) (an “Investor Registration”) under the Securities Act by registration on Form F-1 or Form F-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to a transaction that is not a public offering within the meaning of Section 4(a)(2) of the Securities Act, including a resale under Rule 144A thereunder), it shall will at each such time promptly give prompt written notice to the Holders any Shareholder owning Registrable Securities of its intention to do so (but in no event less than twenty (20) days before so, including the anticipated filing date) date of the Registration Statement and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidanceif known, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested Shares to be included in such registration pursuant to Registration Statement, and of the Shareholder’s rights under this Section 6(d), when added to 5.2. Upon the number written request of other securities to be offered in such registration by an Investor (which request shall specify the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the maximum number of Registrable Securities intended to be disposed of by such Investor and such other information as is reasonably required to effect the registration of such Shares), made as promptly as practicable and in any event within fifteen (15) days after the receipt of any such notice (five (5) days if the Company states in such written notice or gives telephonic notice to such Investor, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form F-1 or Form F-3 and (ii) such shorter period of time is required because of a planned filing date), the Company, subject to Section 5.2(c), shall use its commercially reasonable efforts to effect the registration rights owned by each holder requesting inclusion in relation to under the number Securities Act of all Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject has been so requested to register by the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offeringInvestors; provided, and (B) however, that if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, a majority of the Company Independent Supervisory Directors (including an Independent Supervisory Director who has been nominated by the Managing Shareholders) in its good-faith judgment shall determine for any reason not to cause register or to delay registration of any securities in connection with a Company Registration or an Investor Registration, the Supervisory Board shall give written notice of such determination to the Investors requesting registration statement under this Section 5.2 (which such Investors will hold in strict confidence) and (i) in the case of a determination not to become effective under the Securities Actregister, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit registration (but not from any obligation of the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation Company to pay liquidated damages under Section 2(dthe Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Piggyback Rights. If at (a) At any time following after the date conversion of this Agreement that any Registrable Securities remain outstanding the Preferred Shares and until the time such shares are not freely tradable able to be sold under Rule 144 (A) there is not one or more effective Registration Statements covering all without regard to the volume, notice, information and manner of sale provisions, if the Registrable Securities and (B) the Company Issuer proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement file on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account behalf and/or on behalf of any of its stockholdersstockholders a Registration Statement under the Securities Act on any form for the registration of securities with respect to its Common Stock or any other class of equity security of the Issuer, it the Issuer shall at each such time promptly give written notice (“Piggy-Back Notice”) to the Holders of its intention to do so (Intrexon as promptly as practicable, but in no event less than twenty five (205) business days before prior to the anticipated filing datethereof, specifying (x) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to approximate date on which the Company has received written requests for inclusion therein within ten Issuer proposes to file such Registration Statement, (10y) days after receipt the estimated offering price of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request securities and shall indicate the intended method of distribution in connection therewith, and (z) advising Intrexon of its right, subject to the provisions of this Agreement, to have shares of Common Stock resulting from the conversion of the Preferred Shares then held included among the securities to be covered by such Registrable Securities. If registration statement (“Piggy-Back Rights”). (b) Notwithstanding paragraph (a) above, if the lead managing underwriter of any underwriter(s) selected for an underwritten offering for which Piggy-Back Rights are requested shall inform the Company by letter of its belief advise that marketing or other factors require a limitation on the number of Registrable Securities requested shares of securities which can be sold in such offering within a price range acceptable to the Issuer, then, (i) such underwriters shall provide written notice thereof to Intrexon and (ii) there shall be included in the offering, (A) first, the Common Stock proposed to be registered by the Issuer and (B) second, on a pro rata basis, the Common Stock required to be included in such registration pursuant to this Section 6(d), when added to statement by Intrexon and any other shares of Common Stock for the number account of persons other securities than Intrexon required to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)registered.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register any shares of Common Stock equity Securities under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of any of its stockholdersSecurity holders, it shall will, at each such time promptly following expiration of the Lockup Period, give prompt written notice to (i) the Holders Starwood Fund Stockholder and (ii) the TPH Stockholders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.2; provided that the anticipated filing date) and, Company shall not be obligated to provide the foregoing notice to the extent permitted under TPH Stockholders or to effect the provisions registration of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect of the TPH Stockholders pursuant to which this Section 2.2 if the Company has received previously effected three (3) such registrations for one or more TPH Stockholders pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any TPH Stockholders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the TPH Stockholders are entitled pursuant to this Section 2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. (c) If a registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of Securities to be included in such registration shall be allocated in the following order of priority: (i) first, 100% of the Securities the Company proposes to sell, if any; (ii) second, up to the number of Registrable Securities requested to be included in such registration by all Holders who have requested to have Registrable Securities included in such registration, which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities requested to be included in such registration statement; and (iii) third, all other Securities of the Company duly requested to be included in such registration statement by holders thereof who have then-existing registration rights with respect to such Securities, which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above, which number of Securities shall be allocated pro rata among such other holders on the basis of the amount of such other Securities requested to be included or such other method determined by the Company. (d) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its Securities in connection with: (1) any Public Offering relating to employee benefits plans or dividend reinvestment plans; or (2) any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses. (e) If a registration pursuant to this Section 2.2 involves an underwritten offering, the Company shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that nothing contained in if the Starwood Fund Stockholder has requested that its Registrable Securities be registered pursuant to this Section 6(e) 2.2 such investment banker or bankers and managers shall limit be reasonably satisfactory to the CompanyStarwood Fund Stockholder. For the avoidance of doubt, each applicable Holder participating in such an underwritten offering shall be responsible for paying the underwriting discounts and commissions applicable to such Holder’s liabilities and/or obligations under this Agreement, including, without limitation, Registrable Securities sold by the obligation to pay liquidated damages under Section 2(d)underwriters in such underwritten offering.

Piggyback Rights. If at any time following In the date of this Agreement event that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to files a registration statement on Form S-4 or Form S-8 under the Securities Act of 1933, as amended (or a similar or successor form)the "Act") with respect which relates to an offering of Common Stock securities of the Company by the Company or any holder of securities (except in connection with an offering to or by employees), such registration statement and the prospectus included therein shall also, at the written request to the Company by the Holder, include and relate to, and meet the requirements of the Act with respect to, the public offering of such Warrant Shares as the Holder indicates it intends to exercise and offer under the registration statement for sale and sell, so as to permit the public sale thereof in compliance with the Act, and any related qualifications under blue sky laws or other compliance or any underwriting involved therein shall also relate thereto. The Company shall use its own account or for the account of best efforts to effect such registration, any of its stockholderssuch qualification, it any such compliance and any such underwriting as soon as practicable. The Company shall at each such time promptly give prompt written notice to the Holders Holder of its intention to do so (file a registration statement under the Act relating to an offering of the aforesaid securities of the Company, but in no event less than twenty twenty-five (2025) days before the anticipated filing date) and, prior to the extent permitted under the provisions filing of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which statement, and the Company has received written requests request provided for inclusion therein within in the first sentence of this Section shall be made by the Holder ten (10) or more days after receipt of prior to the Company’s date specified in the notice (a “Piggyback Registration”)as the date on which it is intended to file such registration statement. Such notice shall offer Neither the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution delivery of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform notice by the Company by letter nor of its belief that the number of Registrable Securities requested to be included in such registration request pursuant to this Section 6(d), when added 3.5.1 by the Holder shall in any way obligate the Company to the number of other securities to be offered in file any such registration by statement and, notwithstanding the Companyfiling of such registration statement, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) ifmay, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date thereof, determine not to offer the securities to which such registration statement relates, without liability to the Holder, except that the Company shall pay such expenses as are contemplated to be paid by it under Section 3.5.3 and by the Holder pursuant to Section 3.5.3(d). Provided, that, anything above in this Section 3.5.1 to the contrary notwithstanding, the inclusion of Warrant Shares in any such registration will require the approval of the underwriters, if any, but which approval shall not be unreasonably withheld, and such inclusion shall be conditioned upon the provision by the Holder to the Company of all information regarding the Holder reasonably required to be included in the registration statement filed in connection with such registration, under applicable law and the Company shall determine for any reason not to cause such registration statement to become effective under rules and regulations promulgated by the Securities Act, and Exchange Commission (the Company shall deliver written notice "SEC") pursuant to the Holders and, thereupon, Act. The "piggy-back" registration rights granted hereunder shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(eterminate five (5) shall limit years from the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)date hereof.

Piggyback Rights. If the Company at any time following after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company hereof proposes for any reason to register any shares of Common Stock under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or similar forms), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholdersaccount, it shall will, at each such time promptly time, give prompt written notice to the Registration Rights Holders of its intention to do so (but in no event less than twenty (20) days before and of the anticipated filing date) and, to Registration Rights Holders' rights under this Section 3. 1. Upon the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Registration Rights Holder made within ten (10) 14 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities requested intended to be included in disposed of by such registration pursuant to this Section 6(dRegistration Rights Holder), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, will use its reasonable efforts to effect the extent registration under the Securities Act of the total number of securities all Registrable Securities which the Company is has been so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes requested to register for its own accountby the Registration Rights Holders; and provided that (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an "Initiating Holder") shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver or such Initiating Holder may, at its election, give written notice of such determination to the Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses incurred in connection therewith), and (ii) if such registration involves an underwritten offering, the Registration Rights Holders requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company or the Initiating Holders, as the case may be, on the same terms and conditions as apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(d)3.1(a) involves an underwritten public offering, any Registration Rights Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any portion of such securities in connection with such registration.

Piggyback Rights. If at any time following during the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Exercise Period, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to shall prepare and file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) under the Act, with respect to an a public offering of Common Stock equity or debt securities of the Company, whether by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offeringPersons, then the Company shall include in any such registrationregistration statement or any post-effective amendment to such registration statement, such information as may be required to permit a public offering of Stock held by any Registered Holders requesting inclusion of their Stock; provided that where such offering is to be an underwritten offering, and in the opinion of the Company's managing underwriter the inclusion of the Stock requested to be registered, when added to the extent other securities being registered, would exceed the maximum amount of the company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering a portion of the Stock requested to be so registered, so that the total number of securities which to be registered is within the Company is so advised can maximum number of shares that, in the opinion of the managing underwriter, may be sold in (or during the time of) such offering marketed without so otherwise materially and adversely affecting such offering (the “Sale Number”), entire offering. In the event there are previously issued securities other than the Stock that are proposed to be registered in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject registration pursuant to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and were granted prior to the effective date of rights granted hereunder (the registration statement filed in connection with such registration"Prior Rights"), then, the Company rights granted under this Subsection 12.2 shall determine for any reason not be subject to cause all such Prior Rights, and the Stock may be excluded from such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationextent that the Prior Rights require; provided, however, that nothing contained the entire amount of any other securities without Prior Rights shall be excluded from such registration before the exclusion of any portion of the Stock for which registration was requested by a Registered Holder. Each Registered Holder of Warrant Securities for whose account any Stock may be included in a post-effective amendment or registration statement shall have the unrestricted right to withhold Stock from inclusion in the underwritten offering, without regard to whether registration was requested. The Company shall bear all fees and expenses incurred by it in connection with the preparation and filing of such post-effective amendment or new registration statement. In the event of such a proposed registration, the Company shall furnish the then Registered Holders of Warrant Securities with not less than thirty (30) days' written notice prior to the proposed date of filing of such post-effective amendment or new registration statement. Such notice shall continue to be given by the Company to Registered Holders of Warrant Securities, with respect to subsequent registration statements or post-effective amendments filed by the Company, until such time as all of the Stock may be sold without restriction under the Act and applicable state securities laws and regulations, and the Registered Holders have received an opinion from counsel for the Company (in such form and from counsel reasonably satisfactory to the Registered Holders) that all of the Stock is so saleable under SEC Rule 144 or otherwise within the immediate 90-day period commencing on the date a sale is requested. The Registered Holders of Warrant Securities shall exercise the rights provided for in this Section 6(e) shall limit Subsection 12.2 by giving written notice to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, within twenty (20) days of receipt of the obligation Company's notice of its intention to pay liquidated damages under Section 2(d)file a post-effective amendment or new registration statement.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any stockholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (but b) offer to all of the Holders the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if the Company is not obligated to effect such registration involves an underwritten public offering, Underwritten Offering unless the Holders must sell their reasonably expected aggregate gross proceeds from the offering of the Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed registered in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Underwritten Offering are at least $[●].

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any stockholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (x) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (but y) offer to all of the Holders the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following after the date one year anniversary of this Agreement that the Company proposes to register (whether in a primary offering pursuant to which the Company is selling securities or in a registration effected by the Company for its stockholders other than the Holders) any Registrable of its stock or other securities under the Securities remain outstanding Act in connection with the public offering of such securities (other than an Unrelated Registration Statement), and are not freely tradable under Rule 144 (A) at such time there is not one or more an effective Registration Statements Statement covering all of the Registrable Securities and (B) then held by the Holders, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholdersshall, it shall at each such time time, promptly give the Holders written notice to of such registration. Upon the written request of the Holders of its intention to do so (but in no event less than given within twenty (20) calendar days before after mailing of such notice by the anticipated filing date) andCompany, the Company shall cause to the extent permitted be registered under the provisions of Rule 415 under the 1933 Securities Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities that the opportunity Holders have requested to register such be registered; provided that if the total number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of securities, including Registrable Securities requested to be included by the Holders in such registration pursuant to this Section 6(d)offering, when added to exceeds the number amount of other securities to be offered sold that the underwriters determine in such registration by their reasonable discretion is compatible with the Company, would materially adversely affect such success of the offering, then the Company shall be required to include in the offering only that amount of securities, including Registrable Securities, which the underwriters determine will not jeopardize the success of the offering; provided that the number of Registrable Securities, ▇▇▇ Registrable Securities and VLL Registrable Securities to be included in such registration, to the extent offering shall in no event be less than twenty-five percent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) secondoffering. The Holders, the Holders holders of ▇▇▇ Registrable Securities and the holders of VLL Registrable Securities shall share such portion of the Company’s offering allocated to selling stockholders on a pro rata basis based on the number upon their relative ownership of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)outstanding stock carrying piggyback registration rights.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one expiration or more effective Registration Statements covering all waiver of the Registrable Securities and Lockup Period (Bor, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration or waiver of the Lockup Period (or if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under such registration is being effected pursuant to the provisions exercise of Rule 415 under a demand right pursuant to Section 2.2(a), the 1933 Act and SEC GuidanceCompany shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If Subject to Section 5(c), and except in connection with the IPO (for which this Section 5(a) shall not apply), if the Corporation at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account (a “Corporation Registration”) or for the account of any Stockholder possessing demand rights (including, for the avoidance of its stockholdersdoubt, in connection with an Apollo Registration Demand or ▇▇▇▇▇▇ Registration Demand) (a “Stockholder Registration”) under the Securities Act by registration on Form S-1 or Form S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to an issuance of securities under Rule 144A under the Securities Act), it shall will at each such time promptly give prompt written notice to the Holders Stockholders of its intention to do so (but in no event less than twenty (20) days before so, including the anticipated filing date) date of the Registration Statement and, to if known, the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief Stock that the number of Registrable Securities requested are proposed to be included in such registration pursuant to Registration Statement, and of the Stockholders’ rights under this Section 6(d), when added to 5. Upon the number written request of other securities to be offered in such registration by a Stockholder (which request shall specify the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the maximum number of Registrable Securities intended to be disposed of by such Stockholder and such other information as is reasonably required to effect the registration of such shares of Stock), made as promptly as practicable and in any event within fifteen (15) Business Days after the receipt of any such notice (five (5) Business Days if the Corporation states in such written notice or gives telephonic notice to such Stockholder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Corporation, subject to Section 5(c), shall use its commercially reasonable efforts to effect the registration rights owned by each holder requesting inclusion in relation to under the number Securities Act of all Registrable Securities then owned which the Corporation has been so requested to register by all holders requesting inclusion. Notwithstanding the foregoingStockholders; provided, (A) if such registration involves an underwritten public offeringhowever, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Corporation shall determine for any reason not to cause register or to delay registration of such registration statement to become effective under the Securities Actsecurities, the Company Corporation shall deliver give written notice of such determination to the Holders and, thereuponStockholders requesting registration under this Section 5 (which such Stockholders will hold in strict confidence) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit registration (but not from any obligation of the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation Corporation to pay liquidated damages under Section 2(dthe Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Piggyback Rights. If at PubCo proposes to conduct a registered offering of Equity Securities on behalf of any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act Holders (other than pursuant to Underwritten Shelf Registration), or if PubCo proposes to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) Registration Statement under the Securities Act with respect to an offering of Common Stock by the Company Equity Securities of PubCo, for its own account account, in each case, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for the account an exchange offer or offering of any of its securities solely to PubCo’s existing stockholders, it (iii) for an offering of debt that is convertible into equity securities of PubCo, or (iv) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”); provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.2. Such notice PubCo shall offer the holders of the use its reasonable best efforts to cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 3.2(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained in this Holder’s agreement to abide by the terms of Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)3.6 below.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any stockholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, and (but b) offer to each Holder that holds Registrable Securities having an aggregate value of at least $1 million the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one expiration or more effective Registration Statements covering all waiver of the Registrable Securities and Lockup Period (Bor, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 S‑4 or Form S-8 (S‑8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration or waiver of the Lockup Period (or, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under such registration is being effected pursuant to the provisions exercise of Rule 415 under a demand right pursuant to Section 2.2(a), the 1933 Act and SEC GuidanceCompany shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register any shares of Common Stock equity Securities under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of any of its stockholdersSecurity holders, it shall will, at each such time promptly following expiration of the Lockup Period, give prompt written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holders’ rights under this Section 2.2; provided that the anticipated filing date) and, Company shall not be obligated to provide the foregoing notice to the extent permitted under Holders or to effect the provisions registration of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect of the Holders pursuant to which this Section 2.2 if the Company has received previously effected three (3) such registrations for any Holder pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any Holders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the Holders are entitled pursuant to this Section 2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. (c) If a registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of Securities to be included in such registration shall be allocated in the following order of priority: (i) first, 100% of the Securities the Company proposes to sell, if any; (ii) second, up to the number of Registrable Securities requested to be included in such registration by all Holders who have requested to have Registrable Securities included in such registration, which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities requested to be included in such registration statement; and (iii) third, all other Securities of the Company duly requested to be included in such registration statement by holders thereof who have then-existing registration rights with respect to such Securities, which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above, which number of Securities shall be allocated pro rata among such other holders on the basis of the amount of such other Securities requested to be included or such other method determined by the Company. (d) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its Securities in connection with: (1) any Public Offering relating to employee benefits plans or dividend reinvestment plans; or (2) any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses. (e) If a registration pursuant to this Section 2.2 involves an underwritten offering, the Company shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that nothing contained in if any TNHC Stockholders has requested that its Registrable Securities be registered pursuant to this Section 6(e) 2.2 such investment banker or bankers and managers shall limit be reasonably satisfactory to such TNHC Stockholders. For the Companyavoidance of doubt, each applicable Holder participating in such an underwritten offering shall be responsible for paying the underwriting discounts and commissions applicable to such Holder’s liabilities and/or obligations under this Agreement, including, without limitation, Registrable Securities sold by the obligation to pay liquidated damages under Section 2(d)underwriters in such underwritten offering.

Piggyback Rights. If at In the event that the Company shall determine to prepare and file a registration statement on Form S-3, or any time following other appropriate form on which the date of this Agreement Registrable Securities may be registered for resale by the Purchaser, whether or not on a continuous basis pursuant to Rule 415 under the Securities Act, which such registration statement may include shares that may be offered by the Company (the “Subsequent Registration Statement”), and has not previously filed a Secondary Registration Statement, and provided that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 at such time, the Company shall: (Ai) there is not one or more effective Registration Statements covering all notify the Purchaser of the Registrable Securities such determination; and (Bii) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholdersif, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of such notice, the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders Purchaser requests in writing to include all or any part of its Registrable Securities in such Subsequent Registration Statement, include the Registrable Securities as so requested by the opportunity Purchaser. Notwithstanding the foregoing and for avoidance of doubt, the Company may, but shall not be required to, file a Subsequent Registration Statement pursuant to register such this Agreement. If a Subsequent Registration Statement is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Registrable Securities as each securities requested to be included in such holder may request and shall indicate registration exceeds the intended number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform offering, the Company by letter of its belief that will include in such registration (i) first, the number of securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Purchaser which, in the opinion of such underwriters, can be sold, without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. If a Subsequent Registration Statement is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than pursuant to this Section 6(d4(d) hereof), when added to and the managing underwriters advise the Company in writing that in their opinion the number of other securities requested to be offered included in such registration by exceeds the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such offering registration (the “Sale Number”), securities in the following priority: (xi) first, all Common Stock or the securities convertible intorequested to be included therein by the holders initially requesting such registration and the Registrable Securities which, or exchangeable or exercisable forin the opinion of the underwriters, Common Stock that the Company proposes to register for its own account; and (y) secondcan be sold without any such adverse effect, the Holders on a pro rata basis based on and (ii) second, other securities requested to be included in such registration which, in the number opinion of the underwriters, can be sold without any such adverse effect. The Company will have the right to terminate or withdraw any registration initiated by it under this Section 4(e), whether or not any holder of Registrable Securities subject has elected to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other include securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If If, at any time following after the date Warrant becomes exercisable in accordance with its terms, First Michigan shall determine to proceed with the preparation and filing of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities (other than pursuant to in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4 S-4) by it or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholderssecurity holders, it First Michigan shall at each such time promptly give written notice thereof to the Holders Holder. Upon the written request of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein Holder given within ten (10) days after receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of from First Michigan, First Michigan shall, except as herein provided, cause all shares of Registrable Securities as each such holder may First Michigan Common which the Holder shall request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities statement to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationincluded; provided, however, that nothing contained in herein shall prevent First Michigan from abandoning or delaying any registration at any time; and provided, further, that if First Michigan decides not to proceed with a registration after the registration statement has been filed with the SEC and First Michigan's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by First Michigan, First Michigan shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan as the result of such registration after First Michigan has decided not to proceed. If any registration pursuant to this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitationbe underwritten in whole or in part, the obligation Holder may require that any shares of First Michigan Common requested for inclusion pursuant to pay liquidated damages under this Section 2(d)be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the shares of First Michigan Common requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First Michigan, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of First Michigan Common to be included in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offering.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 S-8, or any successor or other forms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, other than for an underwritten secondary offering initiated by a HNA Holder under the HNA Registration Rights Agreement, it shall, at each such time, give prompt written notice (or a similar or successor form)which notice shall be given not less than ten (10) with respect Business Days prior to an offering of Common Stock the filing by the Company for its own account or for with the account SEC of any registration statement with respect thereto and shall specify the intended method or methods of its stockholders, it shall at disposition and the number of Securities proposed to be registered) to each such time promptly give written notice to the Holders Holder of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter Holder’s rights under this Section 2.1, provided, no such notice need be given of any underwritten offering shall inform if the managing underwriter advises the Company by letter in writing (a copy of which shall be provided to each Holder) that, in its belief that opinion, the inclusion of Registrable Securities would be likely to have an adverse impact on the price, timing or distribution of the Securities offered in such offering. Upon the written request of any Holder made within five (5) Business Days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company offering price or underwriter’s discount is so advised can be sold in determined with the managing underwriter or underwriters; (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor earlier, if a Holder exercises its piggyback registration rights as contemplated by Section 2.4(4) of the Shareholders Agreement), the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or earlier, if a Holder exercises its piggyback registration rights as contemplated by Section 2.4(4) of the Shareholders Agreement), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. Upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Holder made within ten (10) 15 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d)registered; provided, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following prioritythat: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a.) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register any shares of Common Stock equity Securities under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of any of its stockholdersSecurity holders, it shall will, at each such time promptly following expiration of the Lockup Period, give prompt written notice to the Holders of its intention intentions and of such Holders' rights under this Section 2.2; provided that the Company shall not be obligated to do so (but in no event less than twenty (20) days before provide the anticipated filing date) and, foregoing notice to Holders or to effect the extent permitted under the provisions registration of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect of the Holders pursuant to which this Section 2.2 if the Company has received previously effected three (3) such registrations for any Holders pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any Holders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the Holders are entitled pursuant to this Section 2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. (b.) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. (c.) If a registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of Securities to be included in such registration shall be allocated in the following order of priority: (i) first, 100% of the Securities the Company proposes to sell; (ii) second, up to the number of Registrable Securities requested to be included in such registration by all Holders who have requested to have Registrable Securities included in such registration, which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities requested to be included in such registration statement; and (iii) third, all other Securities of the Company duly requested to be included in such registration statement by holders thereof who have then-existing registration rights with respect to such Securities, which, in the opinion of the managing underwriter, can be sold without having the adverse effect referred to above, which number of Securities shall be allocated pro rata among such other holders on the basis of the amount of such other Securities requested to be included or such other method determined by the Company. (d.) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its Securities in connection with: (1.) any Public Offering relating to employee benefits plans or dividend reinvestment plans; or (2.) any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses. (e.) If a registration pursuant to this Section 2.2 involves an underwritten offering, the Company shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter; provided, however, that nothing contained in if PICO has requested that its Registrable Securities be registered pursuant to this Section 6(e) 2.2 such investment banker or bankers and managers shall limit be reasonably satisfactory to PICO. For the Company’s liabilities and/or obligations under this Agreementavoidance of doubt, including, without limitation, each applicable Holder participating in such an underwritten offering shall be responsible for paying the obligation underwriting discounts and commissions applicable to pay liquidated damages under Section 2(d)such Holder's Registrable Securities sold by the underwriters in such underwritten offering.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2. 1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register any shares of Common Stock under register 1. Upon the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account written request of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under Section 2(dthe Registration Expenses incurred in connection therewith); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall at each such time promptly will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect is being effected pursuant to which the exercise of a demand right pursuant to Section 2.2(a), the Company has received shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any shareholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (but b) offer to all of the Holders the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register file a registration statement under the Securities Act with respect to an offering of any shares of Common Stock under the 1933 Act (i) for its own account (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor formany substitute form that may be adopted by the Commission)) with respect to an offering of Common Stock by the Company for its own account or (ii) for the account of any holder of its stockholderssecurities, it shall including without limitation an SK Demand Registration or a Nomura Demand Registration or a registration of shares to be sold by the Management Stockholders, who will have the right to demand such registration at each such any time promptly and from time to time, subject to the rights of the Company and the other Stockholders hereunder, or a registration of shares to be sold by the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, then the Company will give written notice of such proposed offering to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities as soon as practicable (provided that holders of Registrable Securities will be given such notice not less than 20 calendar days prior to the opportunity deadline set by the Company for electing to include Registrable Securities in such offering), and such notice will offer such holders the opportunity, in accordance with Section 2.2(b), to register such number of shares of Registrable Securities as each such holder holders may request on the same terms and shall indicate conditions as the intended method registration of distribution of the Company's or such Registrable Securitiesother holders' securities. If the Company so elects, the offering contemplated by this Section 2.2 will be in the form of an underwritten offering. The Company will select a Qualified Underwriter as the managing underwriter Underwriter and, subject to the LM Agreement, any additional underwriters in connection with the offering. (b) Whenever the Company proposes to file a registration statement in accordance with Section 2.2(a) (except in the case of an SK Demand Registration, for which Section 2.1(c) will govern), the Company will include in such registration all Registrable Securities which any Stockholder requests to be included therein; provided, however, that if the managing Underwriter of an underwritten offering shall inform under this Section 2.2 advises the Company by letter of its belief and such Stockholders in writing that the number of Registrable Securities securities requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering or would have an adverse impact on the price of such securities, then the Company will include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities of the Stockholders requested to be included in such registration, allocated in accordance with Section 2.4. (c) A request by any Stockholder to include Registrable Securities in a proposed underwritten offering pursuant to this Section 6(d), when added to the number of other securities 2.2 will not be deemed to be offered in such a request for a demand registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)2.1.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one expiration or more effective Registration Statements covering all waiver of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall at each such time promptly will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect is being effected pursuant to which the exercise of a demand right pursuant to Section 2.2(a), the Company has received shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided, that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If (a) Subject to the Transfer restrictions set forth in Sections 3.1 and 3.2, if, at any time following during the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all period commencing as of the Registrable Securities end of the Initial Share Holding Period and (B) ending on the ten-year anniversary of the Closing, the Company proposes for any reason to register any shares of Common Stock the Shares under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholders(including pursuant to Section 4.2), it shall will, at each such time promptly time, give prompt written notice to the Managing Registration Rights Holders of its intention to do so (but in no event less than twenty (20) days before and of the anticipated filing date) and, to Registration Rights Holders' rights under this Section 4. 1. Upon the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Managing Registration Rights Holder made within ten (10) 14 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Managing Registration Rights Holder and all other Registration Rights Holders who are Permitted Transferees of such Managing Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which each Managing Registration Rights Holder has so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in registered; provided that (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an "Initiating Holder") shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver or such Initiating Holder may, at its election, give written notice of such determination to the Managing Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, howeverand (ii) if such registration involves an underwritten offering, that nothing contained the Registration Rights Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company, on the same terms and conditions as apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(e4.1(a) shall limit involves an underwritten Public Offering, any Registration Rights Holder requesting to be included in such registration may elect not to register all or any portion of such securities in connection with such registration; provided that such Registration Rights Holder gives written notice of such withdrawal to any of the Company’s liabilities and/or obligations under Managing Registration Rights Holders, and such Managing Registration Rights Holder delivers such notice to the Company at least ten (10) days prior to the effective date of the registration statement filed in connection with such registration. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this AgreementSection 4.1. (c) If a registration pursuant to this Section 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, includingin its opinion, the number of Registrable Securities and other securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will include in such registration (i) first, 100% of the securities, if any, the Company proposes to sell for its own account, provided that the registration of Shares contemplated by this Section 4.1 was initiated by the Company with respect to Shares intended to be registered for sale for its own account, (ii) second, the number of Registrable Securities requested to be included by the Majority Stockholder, if any, in such registration which in the opinion of the managing underwriter, can be sold, without limitationhaving the adverse effect referred to above, and (iii) third, such number of Registrable Securities requested to be included in such registration by the other Registration Rights Holders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities, based on the relative number of Registrable Securities then held by each such requesting holder of Registrable Securities. In the event that (A) the Company did not initiate the registration of securities intended to be registered for sale for its own account and (B) the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares, requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the obligation Company may include in such registration securities it proposes to pay liquidated damages under Section 2(d)sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (i) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any of its warrants, Common Stock or any other shares of Common Stock common stock of the Company under the 1933 Securities Act (other than pursuant to a registration statement (A) on Form S-8 or S-4 or Form S-8 any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a similar direct or successor form)) indirect acquisition by the Company of another Person or any transaction with respect to an offering of Common Stock by which Rule 145 (or any successor provision) under the Company Securities Act applies), whether or not for sale for its own account or for the account of any of its stockholdersaccount, it shall at will each such time promptly time, give prompt written notice at least 20 days prior to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing datedate of the registration statement relating to such registration to each Holder, which notice shall set forth such Holder's rights under this Section 2(A) and, and shall offer such Holder the opportunity to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register statement such number of shares of Registrable Securities as each such holder Holder may request. Upon the written request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform Holder made within 10 days after the receipt of notice from the Company by letter of its belief that (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration register by the Company, would materially adversely affect such offering, then the Company shall include in such registrationeach Holder, to the extent requisite to permit the disposition of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject so to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoingbe registered; provided, however, that (A) if such registration involves an underwritten public offeringa Public Offering, the Holders each Holder must sell their its Registrable Securities to, if applicable, to any underwriters selected by the underwriter(s) at Company with the consent of such Holder on the same price terms and subject to the same underwriting discounts and commissions that conditions as apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) 2 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause register such registration statement to become effective under the Securities ActRegistrable Securities, the Company shall deliver give written notice to the Holders each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in . (ii) If a registration pursuant to this Section 6(e2(A) involves a Public Offering and the managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock that the Company and the Holders intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will include in such registration only such number of shares of Common Stock as does not exceed the Maximum Offering Size, and the number of shares in the Maximum Offering Size shall limit be allocated among the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation Holders and any other sellers of Common Stock in such Public Offering ("Third-Party Sellers"), first, to pay liquidated damages the Company until all the shares of Common Stock originally proposed to be offered for sale by the Company have been allocated, second, if the filing of the Registration Statement was made upon the demand of any Third Party Seller, then pro rata among such Third Party Sellers, and third, pro rata among the Holders and any other Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the Holders and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 2(d2(A)(ii), any Holder is not entitled to include all such Registrable Securities in such registration, such Holder may elect to withdraw its request to include any Registrable Securities in such registration. With respect to registrations pursuant to this Section 2(A), the number of securities required to satisfy any underwriters' over-allotment option shall be allocated among the Company, the Holders and any Third Party Seller pro rata on the basis of the relative number of securities offered for sale under such registration by each of the Holders, the Company and any such Third Party Sellers before the exercise of such over-allotment option.

Piggyback Rights. If the Company at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an any offering of Common Stock by the Company its securities for its own account (a “Primary Registration Statement”) or for the account of any Person who holds its securities (other than (i) a registration on Form F-4, S-4 or S-8 or any successor form to such forms, (ii) a registration of its stockholderssecurities solely relating to an offering and sale to employees, it shall at each such time promptly give written notice directors or consultants of the Company pursuant to the Holders any employee stock plan or other employee benefit plan arrangement, (iii) a registration of its intention non-convertible debt securities, or (iv) any registration made pursuant to do so Section 2(a) or Section 2(b) herein) (a “Piggyback Registration”) then, as expeditiously as reasonably possible (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt following the date of filing such registration statement), the Company’s Company shall give written notice (a the “Piggyback RegistrationRegistration Notice”). Such ) of such proposed filing to all Holders of Registrable Securities, and such notice shall offer the holders of the Registrable Securities Holder the opportunity to register such number of shares of Registrable Securities as each such holder Holder may request and in writing, provided that, the Company shall indicate not be required to give a Piggyback Registration Notice in connection with the intended method of distribution of such Registrable Securities. If the managing underwriter filing of any underwritten offering shall inform shelf registration statement if the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration are all already registered for resale on a currently effective Shelf that has been filed pursuant to this Section 6(d2(a) or 2(b) above. Subject to Section 2(d) and Section 2(e), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) registration statement all such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject which are requested to registration rights owned by each holder requesting inclusion in relation be included therein within fifteen (15) days after the Piggyback Registration Notice is given to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Holders.

Piggyback Rights. If Subject to Section 4.2(d), if the Company at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Shares for its own account (a “Company Registration”) or for the account of any Investor possessing demand rights (including in connection with an Investor Registration Demand) (a “Shareholder Registration”) under the Securities Act by registration on Form F-1 or Form F-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of its stockholderssecurities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to a transaction that is not a public offering within the meaning of Section 4(a)(2) of the Securities Act, including a resale under Rule 144A thereunder), it shall will at each such time promptly give prompt written notice to the Holders any Investor owning Registrable Securities of its intention to do so (but in no event less than twenty (20) days before so, including the anticipated filing date) date of the Registration Statement and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidanceif known, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested Shares to be included in such registration pursuant to this Section 6(d)Registration Statement, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent and of the total number Investor’s rights under Section 4.2. Upon the written request of securities a Shareholder (which request shall specify the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the maximum number of Registrable Securities intended to be disposed of by such Shareholder and such other information as is reasonably required to effect the registration of such Shares), made as promptly as practicable and in any event within fifteen (15) days after the receipt of any such notice (five (5) days if the Company states in such written notice or gives telephonic notice to such Shareholder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form F-3 and (ii) such shorter period of time is required because of a planned filing date), the Company, subject to Section 4.2(c), shall use its commercially reasonable efforts to effect the registration rights owned by each holder requesting inclusion in relation to under the number Securities Act of all Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that which the Company shall be responsible for other expenses as set forth in Section 4) and subject has been so requested to register by the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offeringShareholders; provided, and (B) however, that if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to cause register or to delay registration of such registration statement to become effective under the Securities Actsecurities, the Company shall deliver give written notice of such determination to the Holders and, thereuponShareholders requesting registration under this Section 4.2 (which such Shareholders will hold in strict confidence) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit registration (but not from any obligation of the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation Company to pay liquidated damages under Section 2(dthe Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock file a Registration Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering the Registration of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.01 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of its stockholdersdebt that is convertible into equity securities of the Company, it or (iv) for a dividend reinvestment plan, then the Company shall at each such time promptly give written notice of such proposed filing to all of the Holders of its intention to do so (Registrable Securities as soon as practicable but in no event not less than twenty ten (2010) days before the anticipated filing datedate of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red h▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) and, describe the amount and type of securities to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include be included in such registration offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities with respect the opportunity to which register the Company has received written requests for inclusion therein sale of such number of Registrable Securities as such Holders may request in writing within ten five (105) days after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities 2.02(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.02(a) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following the date Endo LLC, pursuant to that certain Registration Rights agreement, dated as of this Agreement that any Registrable Securities remain outstanding July 17, 2000, by and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) between the Company proposes for any reason to and Endo LLC, demands that the Company register any of its shares of Common Stock or any other of its common equity securities under the 1933 Act for sale for cash to the public under the Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form“Demand Registration”)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall then Endo LLC will at each such time promptly make reasonable efforts to give prompt written notice to the Holders each Offeree of its intention to do so (but in no event less than twenty (20the Piggyback Notice”) and of the rights of such Offeree under this Section 5.6(b), 5 business days before after the anticipated Company’s filing date) and, of the registration statement relating to the extent permitted Demand Registration. In such Piggyback Notice, Endo LLC shall waive any transfer restrictions under Section 1.1 hereof with respect to the provisions Offerees’ shares of Rule 415 under Common Stock solely in connection with the 1933 Act and SEC GuidanceDemand Registration. Furthermore, such Piggyback Notice shall offer each such Offeree the opportunity to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register statement such number of shares of Registrable Securities Common Stock as each such holder Offeree may request, in accordance with this Section 5.6(b). Upon the written request of an Offeree made within 10 days after the receipt of a Piggyback Notice (which request shall specify the number of shares of Common Stock intended to be disposed of and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform disposition thereof), Endo LLC will use its best efforts to cause the Company to effect, in connection with the registration of the securities held by letter Endo LLC (the “LLC Shares”), the registration of its belief that all of the number of Registrable Securities Shares requested to be included in such registration pursuant to this Section 6(dby all of the Offerees (collectively, the “Offeree Shares”), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent required to permit the disposition (in accordance with such intended methods of the total number disposition) of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all shares of Common Stock or securities convertible intoso requested to be registered, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, provided that: (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) Endo LLC has given a Piggyback Notice and prior to the effective date effectiveness of the registration statement filed in connection with such registrationthe proposed Demand Registration, the Company Endo LLC shall determine for any reason not to cause demand such registration statement of the LLC Shares, Endo LLC shall give written notice of such determination to become effective under the Securities ActOfferees, and thereupon the Company and Endo LLC shall each be relieved of their obligations to effect the registration of the Offeree Shares; (B) if the Demand Registration is to be an underwritten registration on behalf of Endo LLC, and the managing underwriter(s) advises the Company, in writing that, in such firm’s opinion, the Demand Registration would be materially and adversely affected by the inclusion therein of any of the Common Stock requested to be included therein, the Company shall deliver written notice include in such Demand Registration: (1) First, all of the LLC Shares; (2) Second, up to the Holders full number of shares of Common Stock requested to be included in such Demand Registration by the “Management Stockholders” (as such term is defined in the Principal Stockholders Agreement) and by the Offerees, which, in the good faith opinion of the managing underwriter(s), delivered in writing, can be sold without so materially and adversely affecting such Demand Registration (and, thereuponif less than the full number of such shares of Common Stock, allocated pro rata among the Management Stockholders and the Offerees on the basis of the total number of shares of Common Stock requested to be included therein by the Management Stockholders and the Offerees); provided, however that with respect to the Management Stockholders and the Offerees, if the managing underwriter(s) in connection with such Demand Registration determines that such Demand Registration would be materially and adversely affected by the inclusion of Common Stock owned by the Management Stockholders and the Offerees for any reason, such managing underwriter(s) may in its sole discretion exclude all or, part of the Common Stock requested to be included therein by the Management Stockholders and the Offerees on a pro rata basis, unless the Company and the managing underwriter(s) shall agree to non pro rata treatment; and (3) Third, other securities requested to be relieved included in the Demand Registration. (C) No registration of Common Stock effected under this Section 5.6(b) shall relieve the Company of its obligation to register any Registrable Securities effect a registration of shares of Common Stock pursuant to the Endo LLC Registration Rights Agreement. (D) Promptly following its acceptance of the offer in connection the Piggyback Notice, each Offeree shall deliver to Endo LLC the certificate or certificates representing the shares of Common Stock to be Transferred pursuant to such offer by such Offeree, together with a limited power-of-attorney and other customary custodial agreements authorizing Endo LLC to sell or otherwise dispose of such registration; provided, however, that nothing contained in this Section 6(e) shall limit Offeree Shares pursuant to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)proposed Demand Registration.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes or successor form)) with respect any registration statement filed solely to an offering cover issuances of Common Stock by upon exchange of outstanding Subsidiary Interests) in a manner which would permit registration of Registrable Securities for sale to the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2. 1. Upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Holder made within ten (10) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, any Holder may elect to withdraw all or part of its Registrable Securities from such registration statement by giving written notice to the Company of such request to withdraw within three (3) Business Days after receipt of written notice that the effective date of such registration statement is anticipated to be within five (5) Business Days.

Piggyback Rights. If If, at any time following after the date Warrant becomes exercisable in accordance with its terms, MSB shall determine to proceed with the preparation and filing of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock a registration statement under the 1933 Act Applicable Securities Laws in connection with the proposed offer and sale for money of any of its securities (other than pursuant to in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4 S-4) by it or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholderssecurity holders, it MSB shall at each such time promptly give written notice thereof to the Holders Holder. Upon the written request of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein Holder given within ten (10) days after receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of from MSB, MSB shall, except as herein provided, cause all shares of Registrable Securities as each such holder may MSB Common Stock which the Holder shall request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities statement to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationincluded; provided, however, that nothing contained in herein shall prevent MSB from abandoning or delaying any registration at any time; and provided, further, that if MSB decides not to proceed with a registration after the registration statement has been filed with the United States Securities and Exchange Commission or the Office of Thrift Supervision, as required by applicable law (the "Securities Regulator") and MSB's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by MSB, MSB shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by MSB as the result of such registration after MSB has decided not to proceed. If any registration pursuant to this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitationbe underwritten in whole or in part, the obligation Holder may require that any shares of MSB Common Stock requested for inclusion pursuant to pay liquidated damages under this Section 2(d)be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the shares of MSB Common Stock requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares being offered by MSB, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of MSB Common Stock to be included in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offering.

Piggyback Rights. (a) If the Company at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) initial Public Offering by the Company proposes for any reason to register any shares of Common Stock the Shares under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholders(including pursuant to Section 3.3), it shall will, at each such time promptly time, give prompt written notice to the Registration Rights Holders of its intention to do so (but in no event less than twenty (20) days before and of the anticipated filing date) and, to Registration Rights Holders’ rights under this Section 3.1. Upon the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any Registration Rights Holder made within ten (10) 14 days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Registration Rights Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in registered; provided that (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver or such Initiating Holder may, at its election, give written notice of such determination to the Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (ii) if such registration involves an underwritten offering, the Registration Rights Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company, on the same terms and conditions as apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.1(a) involves an underwritten public offering, any Registration Rights Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration; provided, however, that nothing contained not to register all or any portion of such securities in connection with such registration. Nothing in this Section 6(e3.1(a) shall operate to limit the Company’s liabilities and/or obligations under right of a Registration Rights Holder to (i) request the registration of Registrable Securities that consist of Shares issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities, as applicable, held by such Registration Rights Holder notwithstanding the fact that at the time of request such Registration Rights Holder holds only such securities and not the underlying Shares or (ii) request the registration at one time of Registrable Securities that consist of both Shares and securities convertible into or exercisable or exchangeable for Shares. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this AgreementSection 3.1. (c) If a registration pursuant to this Section 3.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, includingin its opinion, the number of Registrable Securities and other securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will include in such registration (i) first, 100% of the securities, if any, the Company proposes to sell for its own account, provided that the registration of Shares contemplated by this Section 3.1 was initiated by the Company with respect to shares intended to be registered for sale for its own account, (ii) second, the number of securities requested to be included by New SAC, if any, in such registration which in the opinion of the managing underwriter, can be sold, without limitationhaving the adverse effect referred to above, and (iii) third, such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities, based on the relative number of Registrable Securities then held by each such requesting holder of Registrable Securities. In the event that (i) the Company did not initiate the registration of securities intended to be registered for sale for its own account and (ii) the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the obligation Company may include in such registration securities it proposes to pay liquidated damages under Section 2(d)sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold.

Piggyback Rights. If If, at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company time, La-Man proposes for any reason to register any of its equity securities under the Securities Act (other than a registration under SEC Form S-8 or a successor form), any registered holder or holders of Options or shares of Common Stock representing not less than 51% of all Registerable Securities shall be entitled, on each such occasion, to have any or all of such Registerable Securities owned by them registered and included in such registration statement subject to the provisions hereof. On each such occasion, La-Man shall give written notice to each holder of its intention to effect such registration. Upon the written request of such holders, given within 15 days after receipt of notice from La-Man, that La-Man include their Registerable Securities in the registration statement (which request shall state the number or amount of Registerable Securities to be disposed of), La-Man will use its reasonable best efforts to cause the Registerable Securities which the holder has requested to be registered under the 1933 Securities Act in connection with such registration to be registered and to be included in the offering covered by the registration statement; provided, however, that La-Man shall not be required to effect registration of any securities which: (other than i) in the reasonable opinion of counsel for La-Man, may be sold publicly without registration under the Securities Act or the registration of which is then prohibited under the Securities Act; or (ii) may be sold publicly pursuant to a Rule 144 promulgated under the Securities Act. If, and to the extent that, in the reasonable judgment of La-Man or the managing underwriter of the proposed offering for which the registration statement on Form S-4 has been or Form S-8 (or a similar or successor form)) with respect is to an be filed, if any, the offering of Common Stock by some or all of the Company for its own account or Securities to be sold for the account of any of its stockholders, it shall at each such time promptly give written notice one or more holders which La-Man has been requested to the Holders of its intention register pursuant to do so (but this Section 6 could unreasonably interfere with or otherwise be disadvantageous in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If proposed offering, La-Man or the managing underwriter underwriter, at its option, may require either that (i) all La-Man equity securities proposed to be sold for the account of any underwritten La-Man be included in the offering shall inform the Company by letter of its belief and that the number of Registrable Securities requested to be included in such registration sold for the account of one or more holders pursuant to this Section 6(d), when added 6 be reduced proportionately to an aggregate number acceptable to La-Man and the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities tomanaging underwriter, if applicable, any; or (ii) the underwriter(s) at offering of Registerable Securities for the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall account of one or more holders be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time postponed until 120 days after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed (in connection with which case La-Man will keep the registration statement current until at least 180 days after the effective date thereof). In any such registrationcase, the Company holders shall determine have the right to withdraw such request for inclusion of any reason not to cause or all of such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Registerable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)registration statement.

Piggyback Rights. If the Company at any time following after the date Filing Date and prior to the end of this Agreement that the Effectiveness Period proposes to register its Common Shares (or any security which is convertible into or exchangeable or exercisable for Common Shares) under a non-underwritten resale registration statement under the Securities Act, and the Investor’ Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect then subject to an offering of Common Stock by the Company for its own account or for the account of any of its stockholderseffective resale registration statement, it shall will, at each such time promptly time, give prompt written notice to the Holders Investor of its intention to do so, and Investor shall have the right, upon the written request of such Investor made within twenty days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Investor) to have its Registrable Securities offered in such registration statement. The Company will use its best efforts to effect such registration under the Securities Act of all Registrable Securities that the Company has been so (but in no event less than twenty (20) days before the anticipated filing date) andrequested to register by such Investor, to the extent permitted under requisite to permit the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders disposition of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested so to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock registered; provided that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; providedregistration (but not from (a) its other obligations included herein, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, including the obligation to register the Registrable Securities, or (b) to pay liquidated damages under Section 2(dany expenses of registration incurred therewith).

Piggyback Rights. If and when IIBM shall file a registration statement with the SEC under the Securities Act of 1933 (the "Act") for the sale of any of the securities of IIBM, prior to five years from the date hereof, on a form prescribed by the Act which is appropriate for registration for sale of any of the following securities of IIBM (the "Registerable Securities") held by a Funding Party who is the registered holder of such securities as of the date for the proposed filing of the registration statement by IIBM to wit: Class "A" Warrants and the shares of Common Stock underlying the Warrants Class "B" Warrants and the shares of Common Stock underlying the Warrants Shares of Common Stock acquired by a Funding Party on exercise of Class "A" and/or Class "B" Warrants Shares of Common Stock acquired by a Funding Party on conversion of Class "A" and/or Class "B" Warrants Shares of Common Stock acquired by a Funding Party on conversion of an IIBM Note then IIBM shall give written notice thereof to the holders of the Registerable Securities prior to such filing, and the holders of the Registerable Securities shall have the right to request to have included therein such number of the Registerable Securities as shall be specified in such request, provided, however, that the inclusion of such shares shall not unreasonably interfere with IIBM's registration of its shares and that in no event shall IIBM be obligated (i) to file such registration statement at any time other than during the period ending five years following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 Agreement, or (Aii) there is not one or more effective Registration Statements covering all of to keep the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) prospectus with respect to an offering the Registerable Securities current for any period extending beyond five years from the date of Common Stock by the Company this agreement. If a Funding Party does not make a request for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) twenty days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice from IIBM, IIBM shall offer the holders of the Registrable have no obligation to include any such Registerable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible intostatement, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to in any future registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)statement.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes or successor form)) with respect any registration statement filed solely to an offering cover issuances of Common Stock by upon exchange of outstanding BPG Subsidiary Shares and OP Units) in a manner which would permit registration of Registrable Securities for sale to the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2. 1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty eight (20) days 8) Trading Days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one expiration or more effective Registration Statements covering all waiver of the Registrable Securities and (B) Lockup Period, the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes or successor form)) with respect any registration statement filed solely to an offering cover resales of Common Stock received by Persons upon redemption or distribution in respect of outstanding BGLH Units or resales of Common Stock received by Persons upon exchange of outstanding OP Units (including OP Units received upon exchange of outstanding OPEU Units) in a manner which would permit registration of Registrable Securities for sale to the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall at each such time promptly will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so (but in no event less than twenty (20) days before and of such Holder’s rights under this Section 2.1. For the anticipated filing date) andavoidance of doubt, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect is being effected pursuant to which the exercise of a demand right pursuant to Sections 2.2(a) or 2.2(e), the Company has received shall not be obligated to provide such notice to the Demand Party or its Affiliates. Upon the written requests for inclusion therein request of any Holder made within ten fifteen (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in such any registration statement pursuant to this Section 6(d), when added 2.1(a) by giving written notice to the number Company of other securities to be offered such withdrawal, provided that, in such registration by the Company, would materially adversely affect such case of any underwritten offering, then written notice of such withdrawal must be given to the Company shall include in such registration, prior to the extent of the total number of securities time at which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to underwriter’s discount or commissions is determined with the same underwriting discounts and commissions that apply to the other securities sold in such offering managing underwriter or underwriters; (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Sections 2.2(a) or 2.2(e); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings; provided that, in the case of Piggyback Synthetic Secondary, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell its Registrable Securities to the Company in accordance with Section 2(d2.1(e).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all expiration of the Registrable Securities and Lockup Period (Bor, if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)) the Company proposes for any reason to register Securities for public sale (whether proposed to be offered for sale by the Company or by any shares of Common Stock other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or any successor or other forms promulgated for similar purposes) in a similar or successor form)) with respect manner which would permit registration of Registrable Securities for sale to an offering of Common Stock by the Company for its own account or for public under the account of any of its stockholdersSecurities Act, it shall will, at each such time promptly following expiration of the Lockup Period (or if earlier, such time as the Demand Party exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2. 1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) time, the Company proposes for any reason to register any shares of Common Stock Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall will, at each such time promptly time, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2. 1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (1015) days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Piggyback Rights. If Nasdaq at any time following after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company Date hereof proposes for any reason to register any shares of its Common Stock (or any security which is convertible into or exchangeable or exercisable for Common Stock) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar purposes), whether or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for the account of any of its stockholdersaccount, it shall will, at each such time promptly time, give prompt written notice to the all Holders of Registrable Securities of its intention to do so (but in no event less than twenty (20) days before and of such Holders’ rights under this Article II. Subject to Section 2.8, upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in any such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein Holder made within ten (10) days after the receipt of the Company’s any such notice (a “Piggyback Registration”which request shall specify the Registrable Securities intended to be disposed of by such Holder). Such notice shall offer , Nasdaq will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the holders registration under the Securities Act of all Registrable Securities (in the form of Common Stock) which Nasdaq has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested so to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in registered; provided that (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Nasdaq shall determine for any reason not to cause such proceed with the proposed registration statement of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver Nasdaq may, at its election, give written notice of such determination to the Holders each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages under the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in Nasdaq’s registration must sell their Registrable Securities to the underwriters selected by Nasdaq on the same terms and conditions as apply to Nasdaq, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(d)2.2 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

Piggyback Rights. If (a) In the event that Parent at any time following the date proposes to conduct a registered public underwritten offering of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 for cash, whether or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company not for sale for its own account or for account, subject to the account last sentence of any of its stockholdersthis Section 5.3(a), it shall at each such time promptly give prompt written notice (the “Piggyback Notice”) to the Holders each Holder of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) andso, which Piggyback Notice shall specify, to the extent permitted under then known, the provisions number of Rule 415 under shares of Common Stock to be offered; provided that if Parent has not yet determined the 1933 Act number of shares of Common Stock to be offered, the Piggyback Notice may specify a range of Share numbers that Parent is then contemplating and SEC GuidanceParent shall undertake to inform the Holder(s) upon a final determination regarding the size of the offering, include in such registration all Registrable Securities with respect but the initial Piggyback Notice shall be deemed to which constitute adequate notice for purposes of this Agreement. Upon the Company has received written requests for inclusion therein request of a Holder made within ten five (105) days Business Days after receipt of the Company’s notice initial Piggyback Notice by such Holder (a “Piggyback Registration”). Such notice which request shall offer specify the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the Common Stock intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in disposed of by such registration pursuant Holder), subject to the other provisions of this Section 6(d)5, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company Parent shall include in such registration, offering all of the shares of Common Stock held by such Holder which Parent has been so requested to include. Notwithstanding anything to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contrary contained in this Section 6(e) 5.3, Parent shall limit not be required to include any shares of Common Stock held by a Holder in any offering pursuant to any Special Registration or any other form that would not be available for registration of the CompanyHolder’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)shares of Common Stock.

Piggyback Rights. If at PubCo or any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one Special Holder proposes to conduct a registered offering of, or more effective if PubCo proposes to file a Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock Statement under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company Equity Securities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities of PubCo, for its own account or for the account of stockholders of PubCo (or by PubCo and by the stockholders of PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of its securities solely to PubCo’s existing stockholders, it or (iii) for a dividend reinvestment plan, then PubCo shall at each such time promptly give written notice of such proposed offering to the all Special Holders of its intention to do so (as soon as practicable but in no event not less than twenty (20) four calendar days before the anticipated filing datedate of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) anddescribe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any and if known, in such offering, and (B) offer to all of the extent permitted under Special Holders the provisions of Rule 415 under the 1933 Act and SEC Guidance, opportunity to include in such registration all registered offering such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein as such Special Holders may request in writing within ten (10) three calendar days after receipt of the Company’s such written notice (such registered offering, a “Piggyback Registration”); provided that each Holder agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section 2.4. Such notice PubCo shall offer the holders of the cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this Section 6(d), when added to the number of other securities 3.2(a) to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such registration by registered offering and to permit the Company, would materially adversely affect sale or other disposition of such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection accordance with the intended method(s) of distribution thereof. The inclusion of any Special Holder’s Registrable Securities in a Piggyback Registration shall be subject to such registration; provided, however, that nothing contained in this Special Holder’s agreement to abide by the terms of Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)3.6 below.

Piggyback Rights. If Subject to Section 5(c), if the Corporation at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account (a “Corporation Registration”) or for the account of any Stockholder possessing demand rights (a “Stockholder Registration”) under the Securities Act by registration on Form S-1 or Form S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of its stockholderssecurities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to an issuance of securities under Rule 144A under the Securities Act), it shall will at each such time promptly give prompt written notice to the Holders Stockholders of its intention to do so (but in no event less than twenty (20) days before so, including the anticipated filing date) date of the Registration Statement and, to if known, the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief Stock that the number of Registrable Securities requested are proposed to be included in such registration pursuant to Registration Statement, and of the Stockholders’ rights under this Section 6(d), when added to 5. Upon the number written request of other securities to be offered in such registration by a Stockholder (which request shall specify the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the maximum number of Registrable Securities intended to be disposed of by such Stockholder and such other information as is reasonably required to effect the registration of such shares of Stock), made as promptly as practicable and in any event within fifteen (15) Business Days after the receipt of any such notice (five (5) Business Days if the Corporation states in such written notice or gives telephonic notice to such Stockholder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Corporation, subject to Section 5(c), shall use its commercially reasonable efforts to effect the registration rights owned by each holder requesting inclusion in relation to under the number Securities Act of all Registrable Securities then owned which the Corporation has been so requested to register by all holders requesting inclusion. Notwithstanding the foregoingStockholders; provided, (A) if such registration involves an underwritten public offeringhowever, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Corporation shall determine for any reason not to cause register or to delay registration of such registration statement to become effective under the Securities Actsecurities, the Company Corporation shall deliver give written notice of such determination to the Holders and, thereuponStockholders requesting registration under this Section 5 (which such Stockholders will hold in strict confidence) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit registration (but not from any obligation of the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation Corporation to pay liquidated damages under Section 2(dthe Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time following on or after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Company consummates a Business Combination, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to consummate an offering of Common Stock by the Company Underwritten Offering for its own account or for the account of any shareholders of its stockholdersthe Company, it then the Company shall at each such time promptly give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of its intention securities to do so be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (but b) offer to all of the Holders the opportunity to include such number of Registrable Securities as such Holders may request in no event less than twenty writing within two (202) days before the anticipated filing date(unless such offering is an overnight or bought Underwritten Offering, then one (1) andday), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days each case after receipt of the Company’s such written notice (such Registration a “Piggyback Registration”). Such notice shall offer the holders of the The Company shall, in good faith, cause such Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration Piggyback Registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 6(d), when added to the number of other securities subsection 2.2.1 to be offered included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. (i) If at any time following the date of this Agreement that any during which there are Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock its common equity securities under the 1933 Act (other than pursuant to a registration statement on Form S-8 or on Form S-4 or Form S-8 (or any similar successor forms thereto or in connection with (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan, or (B) a similar or successor formdividend reinvestment plan)) with respect to an offering of Common Stock by the Company , whether for its own account or for the account of one or more shareholders of the Company, and the registration form to be used may be used for any registration of its stockholdersRegistrable Securities (a “Piggyback Registration”), it the Company shall at each such time promptly give prompt written notice (in any event within 20 days after its receipt of notice of any exercise of other demand registration rights) to the Holders Investor of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act effect such a registration and SEC Guidance, shall include in such registration all such Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein within ten (10) 15 days after the receipt of the Company’s notice notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. (ii) If a “Piggyback Registration”). Such notice shall offer the holders Registration is an underwritten primary registration on behalf of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request Company, and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform underwriters advise the Company by letter of its belief in writing that in their opinion the number of Registrable Securities securities requested to be included in such registration pursuant to this Section 6(d), when added to exceeds the number of other securities to which can be offered sold in such registration by the Company, would materially adversely affect offering without having an adverse effect on such offering, then the Company shall include in such registrationregistration (i) first, the securities the Company proposes to sell, (ii) second, the extent Registrable Securities requested to be included therein by the Investors, and (iii) third, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the total number of shares requested to be registered by such holders or as such holders may otherwise agree. (iii) If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting having an adverse effect on such offering offering, the Company shall include in such registration (the “Sale Number”), securities in the following priority: (xi) first, all Common Stock or the securities convertible intorequested to be included therein by the holders requesting such registration, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (yii) second, the Holders on a Registrable Securities requested to be included therein by the Investor, and (iii) third, other securities requested to be included in such registration pro rata among the holders of such securities on the basis based on of the number of Registrable Securities subject shares requested to registration rights owned be registered by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all such holders requesting inclusion. Notwithstanding the foregoing, or as such holders may otherwise agree. (Aiv) if such registration involves If any Piggyback Registration is an underwritten public primary offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for have the right to select the managing underwriter or underwriters to administer any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)offering.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Issuance Date, the Company proposes for any reason to register any shares of Common Stock Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor formpurposes)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall will, at each such time promptly time, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (but in no event less than twenty (2015) days before after the anticipated filing date) andreceipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, Company shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities Holders have so requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistered; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such proceed with the proposed registration statement to become effective under of the Securities Actto be sold by it, the Company shall deliver may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the registration (but not from its obligation to pay liquidated damages the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2(d2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder of Registrable Securities shall be required to make any representation or warranty to the Company (other than representations and warranties regarding such Holder and such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto that are materially more burdensome than those provided in Section 3.2).

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register file a registration statement under the Securities Act with respect to an offering of any shares of Common Stock under the 1933 Act (i) for its own account (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor formany substitute form that may be adopted by the Commission)) with respect to an offering of Common Stock by the Company for its own account or (ii) for the account of any holder of its stockholderssecurities having registration rights under the terms of this Agreement or any other agreement with the Company, it shall at each such time promptly including without limitation a Demand Registration, then the Company will give written notice of such proposed offering to the Holders of its intention to do so Securityholder as soon as practicable (but in no event provided that the Securityholder will be given such notice not less than twenty (20) 20 calendar days before the anticipated filing date) and, prior to the extent permitted under deadline set by the provisions of Rule 415 under the 1933 Act and SEC Guidance, Company for electing to include Registrable Securities in such registration all Registrable Securities offering), and such notice will offer such holders the opportunity, in accordance with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”Section 2.2(b). Such notice shall offer the holders of the Registrable Securities the opportunity , to register such number of shares of Registrable Securities as each such holder the Securityholder may request on the same terms and shall indicate conditions as the intended method registration of distribution the Company's or such other holders' shares of such Registrable SecuritiesCommon Stock. If the Company so elects, the offering contemplated by this Section 2.2 will be in the form of an underwritten offering. The Company will select the managing underwriter Underwriter and any additional Underwriter in connection with the offering. (b) Whenever the Company proposes to file a registration statement in accordance with Section 2.2(a), the Company will include in such registration all Registrable Securities which the Securityholder requests to be included therein; provided, however, that if the managing Underwriter of any an underwritten offering shall inform under this Section 2.2 advises the Company by letter of its belief and the Securityholder in writing that the total number of Registrable Securities shares requested to be included in such registration pursuant to this Section 6(d), when added to exceeds the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent shares of the total number of securities Common Stock which the Company is so advised can be sold in (or during the time of) such offering without so or that the success or pricing of the offering would be materially and adversely affecting such offering affected by the inclusion of all of the shares of Common Stock requested to be included, then (except in the “Sale Number”case of a Demand Registration, as to which Section 2.l(b) will govern), securities the Company will include in the following priority: such registration (xi) first, all the shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register offer for sale for its own account; and , (yii) second, the Holders on a Registrable Securities requested to be included by the Securityholder and any other holders of Registrable Securities exercising registration rights, allocated pro rata basis based on among them in accordance with the number of Registrable Securities subject to registration rights owned held by each holder requesting inclusion in relation to of them so that the total number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold be included in such offering (it being acknowledged that for the Company shall be responsible for other expenses as set forth in Section 4) and subject to account of all such Persons will not exceed the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offeringnumber recommended by such managing Underwriter, and (Biii) if, at any time after giving written notice third; such number of its intention other shares of Common Stock as the holders thereof desire to register any offer for sale and the Company and the managing Underwriter recommend be included in such offering. (c) A request by the Securityholder to include Registrable Securities in a proposed underwritten offering pursuant to this Section 6(e) and prior 2.2 will not be deemed to the effective date of the registration statement filed in connection with such registration, the Company shall determine be a request for any reason not a Demand Registration pursuant to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)2.1.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to conduct an offering of Common Stock by Underwritten Offering, the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice of such proposed Underwritten Offering to the Holders of its intention to do so (as soon as reasonably practicable, but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days Business Days before the anticipated offering date (four (4) Business Days before the anticipated offering date if such Underwritten Offering is an “overnight” offering or similar expedited offering (an “Expedited Offering”), undertaking to provide each Holder the opportunity to participate in such Underwritten Offering on the same terms and conditions as the Company. Each Holder will have seven (7) Business Days (three (3) Business Days in the case of an Expedited Offering) after receipt of any such notice to notify the Company as to whether it wishes to participate in such Underwritten Offering; provided that should a Holder fail to provide timely notice to the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity , such Holder will forfeit any rights to register participate in such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable SecuritiesUnderwritten Offering. If the managing underwriter of any underwritten offering Company shall inform determine in its sole discretion to delay the proposed Underwritten Offering, the Company by letter shall provide written notice of its belief that such determination to the number of Registrable Securities requested Holders and shall thereupon be permitted to be included delay such Underwritten Offering. In connection with any Underwritten Offering in such registration which any Holder is exercising piggyback rights pursuant to this Section 6(d)2.2, when added the Company shall be entitled to select the number Underwriters in connection with such Underwritten Offering. (b) If the managing Underwriter of other securities to be offered in such registration an Underwritten Offering advises the Company that the inclusion of Registrable Shares by the Company, a Holder would materially adversely affect such offeringUnderwritten Offering, then the Company shall include in such registrationUnderwritten Offering, as to the extent of the total each Holder exercising piggyback rights pursuant to this Section 2.2 and any other Person or Persons having a contractual right to request their Common Shares be included in such Underwritten Offering, that number of securities which Common Shares that the Company is so advised can be sold in (or during the time of) such offering Underwritten Offering without so materially and adversely affecting such offering Underwritten Offering, determined as follows: (the “Sale Number”)i) First, securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders electing to participate in such Underwritten Offering, such number of Registrable Shares equal to twenty-five percent (25%) of the number of Common Shares able to be sold as determined by the managing Underwriter; provided that Citi, as the Holder of the Pledged Shares, and Dolphin Fund, as the Holder of 161,833 Common Shares held by or for the account of Dolphin Fund as of the date hereof, shall have the right to participate in such Underwritten Offering on a pro rata basis based on prior to the other Holders; (ii) Second, for the Company, the remaining number of Common Shares able to be sold as determined by the managing Underwriter; (iii) Third, for each remaining holder of Common Shares securities who holds contractual piggyback rights, other than the Holders described above in clause (i), the fraction of such holder’s Common Shares proposed to be sold that is obtained by dividing (A) the remaining number of Common Shares that such holder proposes to include in such Underwritten Offering by (B) the total remaining number of Common Shares proposed to be sold in such Underwritten Offering by all such holders; and (iv) Fourth, for each remaining holder of Common Shares, other than the Holders described above in clause (i) and the holders described above in clause (iii), if any, who are permitted by the Company to so participate, such number of Common Shares as is determined by multiplying (A) the remaining Common Shares able to be sold as determined by the managing Underwriter, by (B) the fraction obtained by dividing (1) the number of Registrable Securities subject Common Shares that such holder proposes to registration rights owned include in such Underwritten Offering by each holder requesting inclusion in relation to (2) the total number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject Common Shares proposed to the same underwriting discounts and commissions that apply to the other securities be sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with Underwritten Offering by all such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)remaining holders.

Piggyback Rights. If at any In addition, each time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason shall determine to register any shares of Common Stock file a registration statement under the 1933 Act Securities Act, (other than pursuant to excluding a registration on Form S-4 or S-8 or a registration statement on Form S-4 or Form S-8 (or a similar or successor form)S-1 covering solely an employee benefit plan) in connection with respect to an offering the proposed offer and sale for money of Common Stock by the Company any of its securities either for its own account or on behalf of any other security holder, the Company shall give prompt written notice of such determination to the Holder hereof. The Holder hereof shall provide a written request to the Company if it desires to participate in such registration (the "Holder Notice"), accompanied by this Warrant, duly endorsed, together with a Form of Subscription attached hereto, duly filled in and signed, and the prompt payment in cash or by check of the aggregate Stock Purchase Price for the account shares for which this Warrant is being exercised in accordance with Section 1 hereof, stating the number of any shares of its stockholdersCommon Stock to be registered, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than which Holder Notice must be given within twenty (20) days before after the anticipated filing date) andreceipt by the Holder of the Company's notice. Upon receipt of the Holder Notice, to the extent permitted under the provisions Company shall cause all shares of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities Common Stock issuable upon exercise of this Warrant with respect to which the Company Holder hereof has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested registration to be included in such registration statement and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Common Stock issuable upon exercise hereof to be so registered. If the registration of which the Company gives written notice pursuant to this Section 6(d)7.2 is for a public offering involving an underwriting, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include so advise the Holder as a part of its written notice. In such event, the right of the Holder hereof to registration pursuant to this Section 7.2 shall be conditioned upon the Holder's participation in such registration, underwriting and the inclusion of such Holder's shares of Common Stock in the underwriting to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusionprovided herein. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) ifIf, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause register such registration statement to become effective under the Securities Actsecurities, the Company shall deliver will give written notice of such determination to the Holders Holder, and, thereuponupon giving such notice, the Company shall be relieved of its obligation to register any Registrable Securities Common Stock acquired upon exercise of the Warrant in connection with such registration; providedregistration (but not from its obligation to pay the registration expenses in connection therewith), without prejudice, however, to the rights of the Holder to request that nothing contained such registration be effected as a registration under Section 7.1. If, in connection with a registration pursuant to this Section 6(e7.2, the lead managing underwriter advises the Company in writing that, in its opinion, the total number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of such securities by such underwriters (such opinion to state the reasons therefor), the Company will promptly furnish the Holder with a copy of such opinion and will include the Common Stock to be acquired upon exercise of the Warrant in such registration to the extent of the number which the Company is so advised can be sold in such offering, determined as follows: (i) shall limit if such registration as proposed by the Company involves a primary registration of its securities, (x) first, the securities the Company ----- proposes to sell, and (y) second, securities of the Company (including without ------- limitation securities issuable upon conversion, exercise or exchange of other securities of the Company’s liabilities and/or obligations under this Agreement, includingand including the Common Stock to be acquired upon exercise of the Warrant) pursuant to contractual rights, pro rata among the --- ---- holders thereof (or, where appropriate, of the securities convertible into or exercisable or exchangeable for the securities to be registered) on the basis of the number of shares of such securities requested to be included by such holders, and (ii) if such registration as proposed by the Company was requested by holders of securities of the Company other than the Holder, (x) first, such securities held by the holders initiating such registration, and (y) ----- second, securities of the Company (including without limitationlimitation securities ------ issuable upon conversion, exercise or exchange of other securities of the obligation Company, and including the Common Stock to pay liquidated damages under Section 2(d)be acquired upon exercise of the Warrant) requested to be included in such registration pursuant to contractual rights, pro rata among the holders thereof (or, where appropriate, of the ------ --- ---- securities convertible into or exercisable or exchangeable for the securities to be registered) on the basis of the number of shares of such securities requested to be included by such holders.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering The Purchaser shall have piggy-back registration rights with respect to all of the Registrable Securities and (B) except for registrations on Commission Form ▇-▇, ▇-▇ or equivalent forms). Accordingly, the Company proposes for any reason agrees to register any shares include all of Common Stock under the 1933 Act Securities (other than pursuant to a Securities that have been previously registered for resale under this Section 4.3(a)) in any registration statement on Form S-4 S-1 or Form S-8 (or a similar or successor form)) equivalent form filed with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholdersCommission, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity order to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution resale of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration shares pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date Rule 415 of the registration statement filed in connection with such registrationSecurities Act. In addition, the Company shall determine for any reason not agrees to cause use its commercially reasonable efforts to register and qualify the securities covered by such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, such other state securities or state blue-sky laws as shall be relieved of its obligation to register any Registrable Securities in connection with such registrationreasonably requested by the Purchaser; provided, however, that nothing contained the Company shall not be required to qualify to do business or to file a general consent to service of process in this Section 6(e) any such states unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. The Company acknowledges and agrees that it shall limit make all filings, disclosures, updates and any other actions which are necessary in order to keep any registration statement which includes any shares issuable upon exercise hereof effective for at least 24 months following the effective date of such registration statement. Notwithstanding the foregoing, the Company may suspend the effectiveness of such registration statement for a period not to exceed 90 days after the effective date thereof if the Company’s liabilities and/or obligations Board of Directors reasonably believes that the continued effectiveness thereof would be materially detrimental to the Company because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act, as applicable (each, a “Material Suspension Event”), and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that the Company shall not register any securities for resale for its own account or that of any other stockholder during such 90 day period. All expenses (other than underwriting discounts, commissions and special counsel fees of the Purchaser) incurred in connection with registration pursuant to this Agreement, including, without limitation, Section 4.3(a) shall be borne and paid by the obligation to pay liquidated damages under Section 2(d)Company.

Piggyback Rights. If at any time following the date K-Sea proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 2.01 of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 Agreement, or (Aii) there is not one or more effective Registration Statements covering all of a registration statement, other than a shelf registration statement, in either case, for the Registrable Securities and (B) the Company proposes for any reason to register any shares sale of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to Units in an offering of Common Stock by the Company Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or for (z) such registration statement as the account case may be, then, K-Sea shall give notice of any of its stockholders, it shall at each such time promptly give written notice proposed Underwritten Offering to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities Holders the opportunity to register include in such Underwritten Offering such number of shares Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that K-Sea shall not be required to facilitate, participate in, or otherwise have any obligations whatsoever with respect to, any such Underwritten Offering pursuant to this Section 2.02 unless such Underwritten Offering covers at least $5,000,000 of Registrable Securities as each based on the closing price of the Common Units on the trading day immediately prior to such holder may request and shall indicate requested Underwritten Offering; provided, further, however, that if K-Sea has been advised by the intended method Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units, then the Common Units to be included in such Registrable Securities. If the managing underwriter of any underwritten offering Underwritten Offering shall inform the Company by letter of its belief that include the number of Registrable Securities requested to be included in that such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised Managing Underwriter or Underwriters advises K-Sea can be sold in without having any such adverse effect, with such number to be allocated (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (xi) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own accountK-Sea; and (yiii) second, the pro rata among all requesting Holders. Each Holder shall keep any information relating to any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. The notice required to be provided in this Section 2.02 to Holders shall be provided on a pro rata basis based on Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be promptly confirmed by Holder. Holder shall then have one (1) Business Day after such Holder confirms receipt of the number notice to request inclusion of Registrable Securities subject in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold participate in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) ifUnderwritten Offering. If, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) undertake an Underwritten Offering and prior to the effective date closing of the registration statement filed in connection with such registrationUnderwritten Offering, the Company K-Sea shall determine for any reason not to cause undertake or to delay such registration statement to become effective under the Securities ActUnderwritten Offering, the Company shall deliver K-Sea may, at its election, give written notice of such determination to the Selling Holders and, thereuponand (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to register sell any Included Registrable Securities in connection with such registrationterminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to K-Sea of such withdrawal up to and including the time of pricing of such offering; provided, however, that nothing contained such Selling Holder may later revoke any such notice in writing. Each Holder’s rights under this Section 6(e2.02 shall terminate when such Holder holds less than twenty million dollars ($20,000,000.00) shall limit of Purchased Units (based on the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(dUnit Purchase Price).

Piggyback Rights. If at any time following (a) In the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to event Purchaser files a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) under the Securities Act of 1933, as amended, with respect to an offering of Common Stock by the Company for its own account or for the account of any shares of its stockholderscommon stock, it prior to December 31, 2017, on a form appropriate for registering shareholders' common stock, Purchaser shall at each such time promptly give written notice to shareholders prior to filing, and shareholders shall have the Holders right to request to have included such shares of Purchaser's common stock as shall be specified in the request, provided, however, that the inclusion of the shares shall not interfere with Purchaser's registration of its intention to do so (but shares and that in no event less than twenty shall Purchaser be obligated (20i) days before to file a registration statement at any time, or (ii) to keep the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities prospectus with respect to which the Company has received written requests stock current for inclusion therein within ten (10) more than 30 days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement; and provided, further, that all shares sold pursuant to the registration statement filed are effected within the 30 day period. If shareholders do not make a request for registration within 20 days after receipt of notice from Purchaser, Purchaser shall have no obligation to include any shares of Purchaser's common stock owned by those shareholders in connection with such registration, the registration statement. (b) If and whenever the Company shall determine for undertakes the registration of any reason not to cause such registration statement to become effective Registrable Securities under the Securities Act, the Company shall deliver written notice will, as expeditiously as possible: (i) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until such Registration Statement has been effective for a period of one (1) year, and comply with the provisions of the Securities Act with respect to the Holders and, thereupon, shall be relieved disposition of its obligation to register any all of the Registrable Securities covered by such Registration Statement in accordance with the shareholder's intended method of disposition set forth in such Registration Statement for such period; (ii) furnish to such shareholders such number of copies of the Registration Statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or their disposition of the securities covered by such Registration Statement; and, (iii) immediately notify the shareholder when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (c) In connection with such registration; provided, however, that nothing contained each Registration Statement described in this Section 6(e) 11.3, such shareholders will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation be necessary in order to pay liquidated damages under Section 2(d)assure compliance with federal and applicable state securities laws.

Piggyback Rights. If Subject to Section 12.01 (c), if at any time following the date after consummation of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) an IPO the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to determines that it shall file a registration statement on Form S-4 or Form S-8 under the Securities Act (or a similar or successor form)which, for avoidance of doubt, shall not include the registration statement in connection with the IPO) with respect to an offering for the registration of Common Stock by any class of the Company Company's common stock for its own account or for the account of any another Person (other than a registration statement on Form S-4 or S-8 (or successor form) or filed in connection with an exchange offer or an offering of its securities solely to the Company's existing stockholders), it the Company shall at each such time promptly give each HMTF Entity (the "Piggyback Holders") written notice to of such determination setting forth the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to date on which the Company has proposes to file such registration statement, which date shall be not less than 30 nor more than 60 calendar days from the date of such notice, and advising each Piggyback Holder of its right to have its Class B Common Stock included in such registration. Upon the written request of any Piggyback Holder received written requests for inclusion therein within ten (10) by the Company no later than 15 calendar days after receipt the date of the Company’s 's notice (such Piggyback Holder, a “"Participating Stockholder"), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Class B Common Stock that such Piggyback Registration”Holder has so requested to be registered on the same terms and conditions as the other securities being registered (the "Piggyback Registration Right"). Such notice shall offer If, in the holders good faith opinion of the Registrable Securities managing underwriter (or, in the opportunity case of a non-underwritten offering, in the good faith opinion of the placement agent, or if there is none, the Company), the total amount of such securities to register be so registered, including the Class B Common Stock owned by the Piggyback Holders, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities or (ii) without otherwise materially adversely affecting the entire offering, then the Company shall be entitled to reduce, pro rata, the number of shares of Registrable Securities as Class B Common Stock owned by each Piggyback Holder to be so registered based on the ratio that such holder may request and shall indicate Holder's requested shares bears to the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the total number of Registrable Securities shares requested to be included in such piggyback registration pursuant by all Persons other than the Company who have the contractual right to this Section 6(d), when added to the number of other securities to request that their shares be offered included in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can statement and who have requested that their shares be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)included.

Piggyback Rights. 2.3.1 If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason shall determine to register any shares of Common Stock under prepare and file with the 1933 Act (other than pursuant to SEC a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect relating to an offering of Common Stock by the Company for its own account or for the account of others under the Securities Act of any of its stockholdersequity securities (other than on an Excluded Form), it then the Company shall at send to each such time promptly give Investor holding Registrable Securities that have not been covered by a registration statement that has been declared or ordered effective (each, an "ELIGIBLE INVESTOR"), written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) andsuch determination and if, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) 15 business days after receipt of the Company’s such notice (a “Piggyback Registration”). Such notice any such Eligible Investor shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may so request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d)writing, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registrationregistration statement the Registrable Securities requested by the Eligible Investors to be so included. Such written notice shall state the intended method of disposition of the Registrable Securities by such Eligible Investor. If an Eligible Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Eligible Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein, to the extent all Registrable Securities held by such Investor have not been covered by a registration statement that has been declared or ordered effective by the time of such subsequent registration. Notwithstanding any provision of this Agreement to the contrary, the Company shall not file a registration statement for its account or the account of others until the Mandatory Registration Statement or a Registration Statement pursuant to Section 2.2 shall have been declared and ordered effective. 2.3.2 If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Eligible Investors of Registrable Securities. In such event, the right of any such Eligible Investor to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Eligible Investor's participation in such underwriting and the inclusion of such Eligible Investor's Registrable Securities in the underwriting to the extent provided herein. All Eligible Investors proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to any selling shareholders that shall have exercised a demand registration right; third, on a PRO RATA basis, to the Eligible Investors and any other shareholders of the Company exercising incidental registration rights based on the total number of securities which Registrable Securities sought to be registered in such registration by the Eligible Investors and such other shareholder of the Company. 2.3.3 If any Eligible Investor disapproves of the terms of any such underwriting, such Eligible Investor may elect to withdraw therefrom by written notice to the Company is so advised can be sold in and the underwriter, delivered at least ten (or during the time of10) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and business days prior to the effective date of the registration statement filed statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Eligible Investor which is a partnership, limited liability company, or corporation, the partners, retired partners, members, retired members and shareholders of such Eligible Investor, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "Eligible Investor," and any PRO RATA reduction with respect to such "Eligible Investor" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in connection with such "Eligible Investor," as defined in this sentence. 2.3.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Eligible Investor has elected to include securities in such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any Each time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company ConSil proposes for any reason to register any shares of Common Stock its securities under the 1933 Securities Act ("Proposed Registration"), other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholdersforms, it ConSil shall at each such time promptly give written notice of such Proposed Registration to Hecla (including whether such Proposed Registration is an underwritten public offering) and shall offer Hecla the Holders right to request inclusion of its intention to do so (but any shares in no event less than the Proposed Registration. Hecla shall have twenty (20) days before from the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of such notice to deliver to ConSil a written request specifying the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request Hecla intends to sell and shall indicate the Hecla's intended method of distribution disposition (if not an underwritten public offering). Upon receipt of such Registrable Securitiesrequest, ConSil shall promptly use its reasonable best efforts to cause all such shares to be registered under the Securities Act in connection with such Proposed Registration. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company Proposed Registration is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, ConSil shall cause the Holders must sell their Registrable Securities tomanaging underwriter to include the shares proposed to be included therein to be included on the same terms and conditions as any similar securities, if applicableany, the underwriter(s) at the same price and subject to of ConSil included therein. Hecla shall enter into the same underwriting discounts agreement as shall ConSil and commissions the other selling security holders, if any, provided that apply such underwriting agreement 1.1.1. contains (a) representations, warranties and agreements on the part of the selling security holders that are not substantially different from those customarily made by selling security holders in underwriting agreements with respect to secondary distributions and (b) representations, warranties and agreements on the part of ConSil and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and 1.1.2. provides Hecla with an indemnification substantially similar to the other securities sold in indemnification provided by paragraph 1.6 hereinbelow. 8 Notwithstanding the foregoing, if the managing underwriter of such underwritten public offering (it being acknowledged delivers a written opinion to ConSil, with a copy to Hecla, that the Company shall inclusion of any or all shares proposed to be responsible for other expenses as set forth included in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, together with any other issued and outstanding shares of Common Stock proposed to be included therein by other stockholders of ConSil (Bcollectively, "Registrable Securities") ifwould materially and adversely affect the success of such offering, at any time after giving written notice of its intention then ConSil shall not be required to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with excess of the amount, if any, of the Registrable Securities which the managing underwriter of such registrationunderwritten offering shall reasonably and in good faith agree in writing to include in such offering in excess of any amount to be registered for ConSil; provided, however, that nothing contained if any Registrable Securities are not included for this reason, no shares of any other stockholders of ConSil will be included in this Section 6(e) such Proposed Registration until such time as all shares which Hecla may request shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)have been included in such Proposed Registration.

Piggyback Rights. (a) If the Company at any time following proposes to file a registration statement under the date Securities Act for any sales of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 at least 300,000 shares (Aas such number may be adjusted from time to time hereafter as a result of a stock split, combination, etc.) there is not one or more effective Registration Statements covering all of the Registrable Securities and Company's Common Stock (B) the Company proposes for or any reason warrants, units, convertibles, rights or other securities related or linked to register any shares of the Company's Common Stock under Stock) on behalf of the 1933 Act Company or otherwise, the Company shall give written notice of such registration no later than thirty (other than pursuant 30) days before its filing with the Commission to a registration statement all holders of Series B Preferred Stock, Warrants and Shares; provided, that registrations relating solely to securities to be issued by the Company in connection with any employee stock option or employee stock purchase or savings plan on Form S-4 or Form S-8 (or a similar successor forms) or on Form S-4 (or successor form)forms) with respect under the Securities Act shall not be subject to an offering this Section 15.2. If holders of Common Stock by Series B Preferred Stock, Warrants or Shares so request within thirty (30) days, the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in any such registration all Registrable Securities with respect the Shares held or to which the Company has received written requests for inclusion therein within ten (10) days be held after receipt conversion of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the Series B Preferred Stock or exercise of Warrants by such holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant registration, subject to this Section 6(d), when added 15.2(b) hereof. (b) The Company shall not be obligated to so include the Shares to the number extent any underwriter or underwriters of such securities being otherwise registered by the Company determines in good faith that the inclusion of such Shares would jeopardize the successful sale of such other securities proposed to be offered sold by such underwriter or underwriters, in which case holders of Series B Preferred Stock, Warrants or Shares desiring to participate in such registration by shall be entitled to participate in any such reduced number of Shares (if any) which may be included in such registration (along with other holders of Common Stock exercising piggyback rights with respect to such registration) in proportion to the amount of shares of the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all 's Common Stock held by such holders (whether held directly or securities convertible into, through the right to obtain Shares upon conversion of Series B Preferred Stock or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number upon exercise of Registrable Securities subject to registration rights owned Warrants held by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(dholders).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Securities Act (other than any registration for the account of the Company of securities issued pursuant to any employee benefit plan or in any acquisition by the Company, or a registration statement on Form S-4 ▇-▇, ▇-▇ or Form S-8 (or a similar or successor form)another form not available for registering the Registrable Securities for sale to the public) with respect to an offering during the one year period following the date of Common Stock by this Agreement, the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give will provide written notice to the Holders each Holder of its intention to do so such registration at least fifteen (but in no event less than twenty (2015) days before the anticipated filing date) and, Business Days prior to the extent permitted under filing of the provisions of Rule 415 under prospectus or supplement relating to such registration and the 1933 Act and SEC Guidance, Company shall include in such registration all Registrable Securities with respect held by the Holders requested to be so included in writing by such Holders not more than three (3) Business Days after the date such Holders receive such written notice from the Company; provided, however, that if, in the case of an underwritten offering, the managing underwriter informs the Company that, in its view, the number of shares held by the Holders requested to be included exceeds the amount which can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, the Company shall include in such offering, first, all of the shares the Company has received written requests for inclusion therein within ten (10) days after receipt proposed to register; second, as many of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such underwritten offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject that each Holder owns at such time) as can be included without adversely affecting such offering; and, third, any other shares of Common Stock proposed to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold be included in such offering (it being acknowledged that allocated among such holders in such manner as they and the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationmay agree); provided, however, that nothing contained in no event may less than one-quarter of the total number of shares of Common Stock to be included in such underwritten offering be made available for Registrable Securities. In any registration effected under this Section 6(e1.3, the Company (or its designee) shall limit select the Company’s liabilities and/or obligations under this Agreementunderwriters, includingif any, without limitationin connection with such offering. Notwithstanding the foregoing, the obligation to pay liquidated damages under Section 2(d)Company may postpone or withdraw the filing or the effectiveness of such registration at any time in its sole discretion.

Piggyback Rights. (a) If the Company shall at any time following propose to file a registration statement under the date Securities Act for any sales of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all shares of the Registrable Securities and Company's Common Stock (B) the Company proposes for or any reason warrants, units, convertibles, rights or other securities related or linked to register any shares of the Company's Common Stock under Stock) on behalf of the 1933 Act Company or otherwise, the Company shall give written notice of such registration no later than thirty (other than pursuant 30) days before its filing with the Commission to a registration statement all holders of Notes, Warrants or Shares; provided that registrations relating -------- solely to securities to be issued by the Company in connection with any acquisition, employee stock option or employee stock purchase or savings plan on Form S-4 or Form S-8 (or a similar successor Forms) under the Securities Act shall not be subject to this Section 17.2. If holders of Notes, Warrants or successor form)Shares so request within thirty (30) with respect to an offering of Common Stock by days, the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in any such registration all Registrable Securities with respect the Shares held or to which the Company has received written requests for inclusion therein within ten (10) days be held after receipt conversion of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the Notes and exercise of Warrants by such holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registrationHowever, the Company shall determine for not be obligated to so include the Shares to the extent any reason not to cause underwriter or underwriters of such registration statement to become effective under the Securities Act, securities being otherwise registered by the Company shall deliver written notice determine in good faith that the inclusion of such Shares would jeopardize the successful sale of such other securities proposed to the Holders andbe sold by such underwriter or underwriters, thereuponin which case holders of Notes, Warrants or Shares desiring to participate in such registration shall be relieved entitled to participate in any such reduced number of its obligation Shares (if any) which may be included in such registration (along with other holders of Common Stock exercising piggyback rights with respect to register any Registrable Securities in connection with such registration) in proportion to their relative holdings of the Company's Common Stock (whether held directly or through the right to obtain Shares upon the conversion of Notes and exercise of Warrants held by such holders); provided, however, that nothing contained the holders of Notes, -------- ------- Warrants or Shares desiring to include Shares in such registration shall have a priority over other holders of shares of Common Stock of the Company in exercising piggyback rights so that the registration shall include up to fifty percent (50%) of the Shares then held or obtainable by all holders of Notes or Shares before including any shares of the Company's Common Stock other than Shares. Holders of Notes, Warrants or Shares desiring to participate in any registration rights under this Section 6(e17.2 shall be entitled to participate (as among themselves) shall limit pro rata in proportion to their relative --- ---- holdings of Shares (whether such Shares are held directly or through the Company’s liabilities and/or right to obtain such Shares upon conversion of Notes or exercise of Warrants held by such holders). The obligations and rights of the Company and the holders under this AgreementSection 17.2 shall not affect in any way their obligations and rights under Section 17.1 hereof. (b) The Company may propose including Common Stock to be publicly offered and sold by it in any registration statement to be filed pursuant to a Registration Demand under Section 17.1. If, including, without limitationin the written opinion of any underwriters selected for the proposed offering, the obligation inclusion of the securities proposed to pay liquidated damages be offered and sold by both the Company and the holders of Notes, Warrants or Shares would jeopardize the success of the offering, the selling holders may elect (i) to exclude the amount of securities (up to all of the securities) proposed to be sold by the Company which, in the opinion of such underwriters, would jeopardize the success of the offering by the selling holders or (ii) to convert their proposed offering to an offering pursuant to this Section 17.2. If the selling holders elect to convert the offering to one under this Section 17.2, then such registration shall not be deemed (or counted as) a registration and qualification (or an exercise of rights) under Section 2(d)17.1 hereof.

Piggyback Rights. 4.2.1 If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) under the Securities Act with respect to an offering of Common Stock Shares (i) for its own account (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of either or both of the WLR Funds pursuant to a Demand Registration requested by the WLR Funds, then the Company will give written notice of such proposed offering to all Stockholders as soon as practicable (provided that Stockholders will be given such notice not less than 10 Business Days prior to the deadline set by the Company for electing to include Registrable Shares in such offering), and such notice will offer such Stockholders the opportunity, in accordance with Section 4.2.2, to register such number of Registrable Shares as such Stockholders may request on the same terms and conditions as the registration of the Company’s or such other holders, shares of Common Stock. If the Company so elects, the offering contemplated by this Section 4.2 will be in the form of an underwritten offering. The Company will select the managing underwriter and any additional underwriters in connection with the offering. 4.2.2 Whenever the Company proposes to file a registration statement in accordance with Section 4.2.1, the Company will include in such registration statement all Registrable Shares which any Stockholder requests to be included therein; provided, however, that if the managing underwriter of an underwritten offering under this Section 4.2 advises the Company and such Stockholders in writing that the total number of shares requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering or that the success or pricing of the offering would be materially and adversely affected by the inclusion of all of the shares of Common Stock requested to be included, then (except in the case of a Demand Registration, as to which Section 4.1.3 will govern), the Company will include in such registration (i) first, the shares of Common Stock the Company proposes to offer for sale for its own account or for the account of the WLR Funds, as applicable, (ii) second, the Registrable Shares requested to be included by the Requesting Holders, such other Stockholders and any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the other holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that Shares exercising registration rights, allocated pro rata among them in accordance with the number of Registrable Securities requested Shares held by each of them so that the total number of Registrable Shares to be included in such registration offering for the account of all such Persons will not exceed the number recommended by such managing underwriter, and (iii) third, such number of other shares of Common Stock as the holders thereof desire to offer for sale and the Company and the managing underwriter recommend be included in such offering. 4.2.3 A request by the Requesting Holders to include Registrable Shares in a proposed underwritten offering pursuant to this Section 6(d), when added to the number of other securities 4.2 will not be deemed to be offered in such a request for a demand registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)4.1.

Piggyback Rights. If Notwithstanding Section 2(a) of this Agreement, if ---------------- the Company proposes to undertake an offering of its Shares to occur at any time following prior to the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there the Shelf Registration is not one or more declared effective Registration Statements covering all of by the Registrable Securities and (B) SEC, the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly will give prompt written notice to the all Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) effect such a Shelf Registration, and, subject to the extent permitted under succeeding proviso, the provisions of Rule 415 under the 1933 Act and SEC Guidance, Company will include in such registration Shelf Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) 15 days after receipt the date of sending of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If 's notice; provided, however, that if the managing underwriter of any underwritten offering shall inform underwriters advise the Company by letter of its belief in writing that in their opinion the number of securities requested to be included in such Shelf Registration exceeds the number that can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such Shelf Registration (a) first, the securities the Company proposes to sell and (b) second, the Registrable Securities requested to be included in such registration Shelf Registration by the Holders (and any other securities requested to be included in such Shelf Registration that are held by Persons other than Holders pursuant to this Section 6(dShelf Registration rights), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, pro rata among the Holders and such other participating Persons (if any) on a pro rata the basis based on of the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price Holder and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)participating Person.

Piggyback Rights. If the Company shall at any time following propose to file a registration statement under the date Securities Act for any underwritten sales of this Agreement that shares of any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and Company's equity securities (B) the Company proposes for or any reason warrants, units, convertibles, rights or other securities related or linked to register any shares of Common Stock under the 1933 Act (other than pursuant Company's equity securities), whether for a secondary offering or for a primary offering of equity securities by the Company, and if the Company shall at any time propose to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect under the Securities Act pursuant to an offering of Common Stock by Section 1 hereof, the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice of such registration to the Holders of its intention to do so Holder no later than thirty (but in no event less than twenty (2030) days before its filing with the anticipated filing date) andCommission; provided, that registrations in connection with any employee stock option or employee stock purchase or savings plan shall not be deemed to the extent permitted under the provisions be an underwritten sale for purposes of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securitiesthis Section 2. If the managing underwriter Holder so requests within thirty (30) days, the Company shall include in any registration the Shares (including Shares issuable upon exercise of any underwritten offering shall inform vested and immediately exercisable option) held by the Company by letter of its belief that the number of Registrable Securities Holder and requested to be included in such registration pursuant to this Section 6(d)registration, when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then but the Company shall not be obligated to so include in such registration, Shares to the extent of the total number of securities which the Company is so advised can be sold in (underwriter or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities tounderwriters, if applicableany, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other of such securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, otherwise registered by the Company shall determine for any reason not in good faith that the inclusion of such Shares would jeopardize the successful sale at the desired price of such other securities proposed to cause be sold by such underwriter or underwriters, in which case the Shareholder or Shareholders requesting to participate in such registration statement shall be entitled to become effective under the Securities Act, participate in any such reduced number of Shares (if any) which may be included in such registration. The obligations and rights of the Company shall deliver written notice to and the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in Holder under this Section 6(e) 2 shall limit not affect in any way the Company’s liabilities and/or obligations under this Agreement, including, without limitation, and rights of the obligation to pay liquidated damages Company and the Holder under Section 2(d)1.

Piggyback Rights. (a) If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement under the Securities Act on behalf of the Company or otherwise, the Company shall give written notice of such registration no later than seven (7) business days before its filing with the SEC to the Purchaser regardless of whether the Purchaser is holding the Debenture or Registrable Securities; provided, that registrations relating solely to securities to be issued by the Company in connection with any acquisition, employee stock option or employee stock purchase or savings plan on Form S-4 or Form S-8 (or a similar or successor form)Forms) with respect under the Securities Act shall not be subject to an offering this Section 6.2. If the Purchaser so request in writing within seven (7) business days after delivery of such notice by the Company, the Company shall include in any such registration statement any Common Stock obtained (or to be obtained) by the Purchaser upon conversion of the Debenture held by the Purchaser and requested to be included in such registration. Any such written request by the Purchaser shall contain an undertaking on the part of the Purchaser to provide all such information and materials concerning the Purchaser and take such action as may be required to permit the Company to comply with all applicable requirements of the SEC in connection with such registration. Notwithstanding Section 7.1, for purposes of this Section 6.2(a), any and all notices by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention Purchaser shall be in writing and will be deemed to do so have been duly given only if delivered by facsimile transmission against facsimile and telephonic confirmation. (but in no event less than twenty (20b) days before The Company may require that the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(dbe reduced (pro rata among the Purchaser and any other Person exercising "piggy-back" registration rights), when added or that all of such shares be excluded from any such registration, if the Company is advised in writing by the managing underwriter of the offering that such reduction or exclusion is necessary to avoid materially adversely affecting the public offering of the securities being offered by the Company. In the event that (i) the Purchaser converts all or less than all of the remaining principal amount of the Debenture together with all accrued and unpaid interest in order to participate in such registration and (ii) the number of shares of Registrable Securities to be included in such registration are reduced as contemplated above, then an amount equal to the number of other securities to be offered in such registration shares that the Purchaser is cutback multiplied by the Company, would materially adversely affect such offering, then the Company applicable Conversion Price shall include in such registration, be added back to the extent outstanding principal amount of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Debenture.

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registrationExercise Period, the Company shall determine for prepare and file one or more registration statements under the Act with respect to a public offering of equity or debt securities of the Company, or of any reason not to cause such securities of the Company held by its security holders, the Company will include in any such registration statement such information as is required, and such number of the Warrant Stock issuable, or previously issued and then outstanding, pursuant to become effective under the Securities Actexercise of this Warrant (collectively, the Company shall deliver written notice "Warrant Securities") held by the Registered Holders thereof or their respective designees or transferees as may be requested, to permit a public offering of the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Warrant Securities in connection with such registrationso requested; provided, however, that nothing contained if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of the Warrant Securities requested to be registered, when added to the securities being registered by the Company or the selling security holder(s), would exceed the maximum amount of the Company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Warrant Securities requested to be so registered, but only if no securities are included in such registration statement other than securities being sold for the account of the Company or by Persons pursuant to the exercise of "demand" registration rights or of "piggyback" registration rights granted prior to the Issuance Date which are expressly senior to those of the Registered Holder, and then only on a pro rata basis with respect to all securities not being sold by the Company or by Persons exercising such "demand" or senior "piggyback" registration rights.. The Company shall bear all fees and expenses incurred by it in connection with the preparation and filing of such registration statement. In the event of such a proposed registration, the Company shall furnish the then Registered Holders of Warrant Securities with not less than thirty (30) days' written notice prior to the proposed or expected effectiveness date of such registration statement. Such notice shall continue to be given by the Company to Registered Holders of Warrant Securities, with respect to subsequent registration statements filed by the Company, until such time as all of the Warrant Securities have been registered or may be sold by the Registered Holders thereof without registration under the Act or applicable state securities laws and regulations, and without limitation as to volume, pursuant to Rule 144 of the Act or any succeeding provision. The holders of Warrant Securities shall exercise the rights provided for in this Section 6(e) shall limit subsection 11.1 by giving written notice to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, within twenty (20) days of receipt of the obligation to pay liquidated damages under Section 2(d)Company's notice provided for herein.

Piggyback Rights. If So long as a Shareholder has Registrable Securities, if at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes to sell or dispose of SemGroup Common Shares for any reason to register any shares its own account and/or for another Person in an underwritten offering (which, for the avoidance of Common Stock under the 1933 Act (doubt, shall not include an at-the-market offering or distribution), other than pursuant (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction or (c) a registration statement on Form S-4 any registration form which does not permit secondary sales, then as soon as reasonably practicable following the engagement of counsel by the Company to prepare the documents to be used in connection with the underwritten offering, the Company shall give notice (which may be limited to notification by electronic mail and shall state the intended method of distribution) of such proposed underwritten offering to each Shareholder holding (individually or Form S-8 in the aggregate with its Affiliates who are also Shareholders) at least $10 million of the then-outstanding Registrable Securities (calculated based on the volume-weighted average trading price of the SemGroup Common Shares for the twenty (20) Business Days prior to the date of such notice) and such notice shall offer such Shareholders the opportunity to include in such underwritten offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Shareholder may request in writing; provided, however, that if the Company has been advised by the lead underwriter or a similar underwriters for such underwritten offering that, in their reasonable opinion, the inclusion of the Included Registrable Securities in the underwritten offering will have an adverse effect on the price at which the securities can be sold in the underwritten offering, then (1) if no Registrable Securities can be included in the underwritten offering in the written opinion of the lead underwriter or successor formunderwriters, the Company shall not be required to offer such opportunity to the Shareholders (but, for the avoidance of doubt, shall nevertheless be required to notify the Shareholders of such offering in accordance with the foregoing) or (2) if any Registrable Securities can be included in the underwritten offering in the opinion of the lead underwriter or underwriters, then the number of SemGroup Common Shares or other Equity Interests to be included in the underwritten offering for the account of the Company, the Participating Shareholders and any other Persons participating in such offering will be reduced to the extent necessary to reduce the total number of securities to be included in any such underwritten offering to the number recommended by such lead underwriter(s); provided, however, that such reduction shall be made: (i) with respect first, to an offering remove or reduce pro rata among the Participating Shareholders and any Person participating in such offering, on the basis of the number of SemGroup Common Stock Shares or other Equity Interests requested to be registered or disposed of, as applicable and (ii) second, to remove or reduce any SemGroup Common Shares or other Equity Interests proposed to be offered by the Company for its own account, so that the total number of Equity Interests to be included in any such offering for the account or of all such Persons will not exceed the number recommended by such lead underwriter(s). Any sale of such securities in any offering for the account of any Participating Shareholder or the account of its stockholders, it such other Persons shall at each such time promptly give written notice to be on the Holders same terms as the sale of its intention to do so (but in no event less than twenty (20) days before securities by the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include Company in such registration all Registrable Securities with respect offering. Any notice required to which the Company has received written requests for inclusion therein within ten (10) days after be provided in this Section 2.2 to Shareholders shall be provided on a Business Day pursuant to Section 4.1 hereof and receipt of the Company’s notice (a “Piggyback Registration”). Such such notice shall offer be confirmed in writing by the holders of Shareholder. Each such Shareholder shall then have four (4) Business Days (or one (1) Business Day in connection with any overnight, single day marketed or bought underwritten offering) after notice has been delivered to request in writing the Registrable Securities the opportunity to register such number of shares inclusion of Registrable Securities as each such holder may in the underwritten offering, which request and shall indicate include the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number amount of Registrable Securities requested to be included included. If no written request for inclusion from a Shareholder is received within the specified time, each such Shareholder shall have no further right to participate in such registration pursuant underwritten offering (but, for the avoidance of doubt, shall nevertheless continue to this Section 6(d), when added have the right to the number of other securities to include Registrable Securities in any subsequent Registration Statement as may be offered in such registration filed by the Company, would materially adversely affect such offering, then upon the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; terms and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as conditions set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) ifthis Agreement). If, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) undertake a underwritten offering and prior to the effective date closing of the registration statement filed in connection with such registrationunderwritten offering, the Company shall determine for any reason not to cause undertake or to delay such registration statement to become effective under the Securities Actunderwritten offering, the Company shall deliver give written notice of such determination to the Holders Shareholders and, thereupon(x) in the case of a determination not to undertake such underwritten offering, shall be relieved of its obligation to register sell any Included Registrable Securities in connection with such registrationterminated underwritten offering, and (y) in the case of a determination to delay such underwritten offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the underwritten offering; provided that in the event such delay exceeds two (2) months after notice is delivered by a Participating Shareholder to request the inclusion of Registrable Securities in the underwritten offering, the Company shall be required to provide notice again to the Shareholders no later than five (5) Business Days (or two (2) Business Days in connection with any overnight or bought underwritten offering) prior to the commencement of the underwritten offering. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in such underwritten offering by giving written notice to the Company of such withdrawal at or prior to the time of pricing of such underwritten offering. Any Shareholder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Shareholder not receive notice from the Company of any proposed underwritten offering; provided, however, that nothing contained such Shareholder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Shareholder (but only for so long as such notice is not subsequently revoked), the Company shall not be required to deliver any notice to such Shareholder pursuant to this Section 6(e) 2.2 and such Shareholder shall limit not be entitled to participate in underwritten offerings by the Company’s liabilities and/or obligations under Company pursuant to this Section 2.2. Any Shareholder participating in a underwritten offering pursuant to this Section 2.2 shall be a “Participating Shareholder” for the purposes of this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty ten (2010) days Trading Days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at In the event that the Company shall determine to prepare and file a registration statement on Form S-3, or any time following other appropriate form on which the date of this Agreement Registrable Securities may be registered for resale by the Purchasers, whether or not on a continuous basis pursuant to Rule 415 under the Securities Act, which such registration statement may include shares that may be offered by the Company (the “Subsequent Registration Statement”), and has not previously filed a Secondary Registration Statement, and provided that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 at such time, the Company shall: (Ai) there is not one or more effective Registration Statements covering all notify each Purchaser of the Registrable Securities such determination; and (Bii) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholdersif, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders such notice, any Purchaser requests in writing to include all or any part of its Registrable Securities in such Subsequent Registration Statement, include the Registrable Securities as so requested by the opportunity applicable Purchaser. Notwithstanding the foregoing and for avoidance of doubt, the Company may, but shall not be required to, file a Subsequent Registration Statement pursuant to register such this Agreement. If a Subsequent Registration Statement is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Registrable Securities as each securities requested to be included in such holder may request and shall indicate registration exceeds the intended number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform offering, the Company by letter of its belief that will include in such registration (i) first, the number of securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration pursuant to this Section 6(d)by any Purchaser which, when added to in the number opinion of other securities to be offered in such registration by the Companyunderwriters, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) sold, without any such offering without so materially adversely affecting such offering (the “Sale Number”)adverse effect, securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata among such Purchaser on the basis based on of the number of Registrable Securities subject to registration rights owned by each holder such Purchaser and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. If a Subsequent Registration Statement is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than pursuant to Section 4(d) hereof), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting inclusion such registration which, in relation the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration by any other Purchaser which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Purchasers on the basis of the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoingeach such Purchaser and (iii) third, (A) if other securities requested to be included in such registration involves an underwritten public offeringwhich, in the Holders must sell their opinion of the underwriters, can be sold without any such adverse effect. The Company will have the right to terminate or withdraw any registration initiated by it under this Section 4(e), whether or not any holder of Registrable Securities to, if applicable, the underwriter(s) at the same price and subject has elected to the same underwriting discounts and commissions that apply to the other include securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with the Commission with respect to an offering of Common Stock by the Company equity securities, or securities or other obligations exercisable or exchange for, on convertible into, equity securities, for its own account or for the account of any stockholder of its stockholdersthe Company, it shall including Prencen LLC, Prencen Lending LLC or any other affiliate of Prentice Capital Management LP (collectively, “Prencen”), (other than a registration statement on Form S-4 or Form S-8 or their successors or any other form for a limited similar purpose or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another Person), the Company shall, at each least thirty days prior to such time promptly filing, give written notice to the all Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to upon the extent permitted under written request of any Holder or Holders given within twenty days of the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate state the intended method of distribution disposition of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform ), the Company by letter of shall use its belief best efforts to cause the Registrable Securities that the number of Registrable Securities Holder or Holders requested the Company to register to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit such Registrable Securities to be included in such registration on the same terms and conditions as any similar securities of the Company, in each case to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Holder or Holders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 6(d), when added 3 without obligation to the number Holders. If, in connection with a registration statement filed by the Company pursuant to its obligation to register the shares of Common Stock held by, or underlying convertible or exercisable securities held by, Prencen, the SEC does not permit Company to register on a delayed basis all of the securities requested for inclusion by Prencen and all of the shares requested for inclusion by the Holders and any other securities to be offered holders of piggyback rights, then the shares included in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities determined in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as manner set forth in Section 43(b)(ii)(2) below. For the avoidance of doubt, this Agreement and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice registration of its intention to register any Registrable Securities pursuant to hereunder in accordance with the terms of this Section 6(e) and prior to Agreement shall not in any way modify or amend, or excuse the effective date of the registration statement filed in connection with such registrationInvestor’s obligations under, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Lock-Up Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback Rights. If Games or Software, or both, commences a Qualified IPO at any time following while any Notes are outstanding, and any holders of Games Common Shares or Software Common Shares, as the date case may be, existing immediately prior to the commencement of this Agreement such Qualified IPO (collectively, the “Existing Shareholders”) are permitted to sell Common Shares of such entity in such Qualified IPO, each Holder shall have the right (a “Piggyback Right”) to include for sale in such Qualified IPO the Games Common Shares or Software Common Shares, as the case may be, that any it may acquire through the exchange of its Note(s) and, if such Qualified IPO is conducted in the United States pursuant to a registration statement, to include such Registrable Securities remain outstanding and are not freely tradable under Rule 144 for resale on such registration statement. The number of Common Shares which a Holder may include for sale pursuant to a Qualified IPO shall be equal to (A) there the number of such Common Shares into which such Holder’s Note is not one or more effective Registration Statements covering all of the Registrable Securities and then exchangeable (without giving effect to any restriction on such exchange) times (B) the Company proposes quotient determined by dividing (x) the aggregate number of such Common Shares being offered for any reason to register any shares of Common Stock under the 1933 Act (other than sale pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock such Qualified IPO by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so Existing Shareholders by (but in no event less than twenty (20y) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”)Common Shares then outstanding, securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion any reduction in relation to such amount as the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the managing underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company thereof shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationimpose; provided, however, that nothing contained any such reduction shall be made pro rata among the Holders and the Existing Shareholders. In no event shall a Registrant include any securities other than Registrable Securities in this Section 6(e) shall limit any Registration Statement filed on behalf of the Company’s liabilities and/or obligations under this Agreement, including, without limitation, Holders pursuant to the obligation to pay liquidated damages under Section 2(d)terms hereof.

Piggyback Rights. If at any time following (i) Following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all effectiveness of the Registrable Securities and Resale Registration Statement, if Parent proposes to pursue an underwritten offering (B“Company Offering”) the Company proposes (whether proposed to be offered for sale by Parent or by any reason to register any shares other stockholder of Common Stock Parent) under the 1933 Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (S-8, or a any successor or other forms promulgated for similar or successor form)purposes) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders holders of Registrable Securities of its intention to do so (but in no event less than twenty (20) days before and of such holder’s rights under this Section 4.2(c). Upon the anticipated filing date) and, to the extent permitted under the provisions written request of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein any holder made within ten (10) five business days after the receipt of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that specify the number of Registrable Securities requested intended to be included in disposed of by such registration pursuant to this Section 6(dholder), when added Parent will, subject to clause (ii) below and (b)(iv) above, include the number Registrable Securities of other securities to be offered such holder in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityOffering; provided that: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) pursue a Company Offering and prior to the effective date pricing of the registration statement filed in connection with such registrationoffering, the Company Parent shall determine for any reason not to cause such registration statement proceed with the proposed offering of the securities to become effective under the Securities Actbe sold by it, the Company shall deliver Parent may, at its election, give written notice of such determination to the Holders holders and, thereupon, Parent shall be relieved of its obligation to register include any Registrable Securities in such offering (but not from its obligation to pay the Registration Expenses incurred in connection with therewith); and (B) the holders of Registrable Securities requesting to be included in the Company Offering must, upon the written request of Parent, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other securities being sold through underwriters under such registration; provided, howeverwith, that nothing contained in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. (ii) If a registration pursuant to this Section 6(e4.2(c) involves an underwritten offering and the managing underwriter advises Parent in writing (a copy of which shall limit be provided to the Companyholders of Registrable Securities) that, in its opinion, the number of Registrable Securities and other securities requested to be included in such offering exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the securities offered in such offering, then Parent will include in such registration: (i) first, the securities Parent proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such offering which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among the Registrable Securities held by all such requesting holders. Any other selling holders of Parent’s liabilities and/or obligations securities (other US-DOCS\100678152.13 than transferees to whom a holder has assigned its rights under this Agreement, including, without limitation, ) will be included in an underwritten offering only with the obligation consent of holders holding a majority of the shares being sold in such offering. Parent will pay all Registration Expenses in connection with each offering of Registrable Securities pursuant to pay liquidated damages under this Section 2(d4.2(c).

Piggyback Rights. (a) If at any time or from time to time following 180 days after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all closing of the Registrable Securities and Corporation's firm underwritten initial public offering of Common Stock (Bthe "IPO") the Company Corporation proposes to file with the Commission a registration statement (whether on Form S-1, ▇-▇ ▇▇ S-3, ▇▇-▇, ▇▇-▇, ▇▇ any equivalent form then in effect) for any reason to register the registration under the Securities Act of any shares of Common Stock under for sale to the 1933 Act public by the Corporation or on behalf of a stockholder of the Corporation for cash (other than excluding any shares 2 of Common Stock issuable by the Corporation upon the exercise of employee or director stock options or solely relating to a Rule 145 transaction or pursuant to a shelf registration statement on Form S-4 under Rule 415 or Form S-8 (or a similar or any successor form)) with respect to an offering of Common Stock provision initiated by the Company for its own account or for Company), the account of any of its stockholders, it Corporation shall give Hall at each such time promptly give least 30 days prior written notice to of the Holders filing of its intention to do so (but the proposed registration statement. The notice shall include a list of the states and foreign jurisdictions, if any, in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt Corporation intends to qualify such shares. If Hall desires to have any part of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of his shares of Registrable Securities as each such holder may request and shall indicate included in the intended method of distribution coverage of such Registrable Securitiesregistration statement, then Hall shall give written notice thereof to the Corporation (a "Participation Notice"). If the managing underwriter of any underwritten offering The Participation Notice shall inform the Company by letter of its belief that state the number of Registrable Securities requested to be included in such registration pursuant (the "Specified Shares"). If a Participation Notice is given to this the Corporation within 15 days after the date of the Corporation's notice, the Corporation shall, subject to the conditions and in accordance with the procedures set forth in Sections 5 and 6, and at its own expense as provided in Section 6(d8, include in the coverage of such registration statement and qualify for sale under the blue sky or securities laws of the various states, the Specified Shares; provided, if the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise Hall, and, provided further, if the managing underwriter for the Corporation indicates its belief in writing that the effect of including in the coverage of such registration statement all or part of the Specified Shares and the shares of Common Stock requested to be so included by other stockholders having contractual registration rights ("Other Requesting Stockholders") will materially and adversely affect the sale of the shares of Common Stock proposed to be sold by the Corporation (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by all such holders without materially and adversely affecting the sale of the shares proposed to be sold by the Corporation (the "Maximum Shares")), when added then the number of shares of Common Stock which Hall and the Other Requesting Stockholders shall collectively have the right to include in such registration statement shall be reduced to the number of other securities Maximum Shares set forth in such statement of the managing underwriter, such reduction to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders effected on a pro rata basis based on (with respect only to Hall and the Other Requesting Stockholders who will continue to participate) in accordance with the number of shares requested to be so registered by each holder as compared to the total number of shares requested to be so registered by all holders. The Corporation shall not limit the number of Registrable Securities subject to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights owned by each holder requesting inclusion or to include founder's stock or any other shares of Common Stock issued to employees, officers, directors, or consultants pursuant to any employee benefit plan, or, with respect to registrations under Section 3 or 4 hereof, in relation order to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if include in such registration involves an underwritten securities registered for the Corporation's own account or, with respect to registrations under this Section 2, in order to include in such registration Common Stock held by the Corporation as treasury stock. (b) The Corporation shall have the right to select any underwriters, including the managing underwriter, of any public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and offering of shares of Common Stock subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice provisions of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to 2. Nothing in this Section 2 shall create any liability on the effective date part of the Corporation to Hall if the Corporation should decide not to file or to withdraw such a registration statement in accordance with the terms of this Agreement. 3 (c) The Corporation may withdraw any registration statement and abandon any proposed offering initiated by the Corporation without the consent of Hall, notwithstanding the request of Hall to participate therein in accordance with this Section 2, if the Corporation determines that such action is in the best interests of the Corporation. The Corporation will promptly advise Hall of withdrawal of the Registration Statement. The Corporation shall have no right to withdraw any registration statement filed in connection with such registration, the Company shall determine for any reason not pursuant to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved Section 3 or 4 of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).