Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (a) If at any time the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election.

Piggy Back Registration. (a) If Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business days prior to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may request, subject request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the conditions set forth herein, and shall specify, managing underwriter(s) of a proposed underwritten offering to permit the extent then known, the number and class of securities proposed Registrable Securities requested to be registered, included in a Piggy-Back Registration to be included on the proposed date same terms and conditions as any similar securities of filing the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of such registration statement, any proposed means the Registration Rights under Section 2.1(a). All Holders of distribution of such securities, any proposed managing underwriter or underwriters of such Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and a good faith estimate customary form with the underwriter(s) selected by the Company of for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the proposed maximum offering price terms of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionunderwriting agreement.

Piggy Back Registration. (a) If If, at any time following the six (6) month anniversary of the Closing Date, the Company intends proposes or is required to file on its behalf or on behalf of any of its securityholders a registration statement Registration Statement under the Securities Act with respect to an offering of securities of the Company of the same class as the Registrable Shares (such securities “Similar Securities”), whether or not for sale for its own account (including a Shelf Registration Statement on Form S-3, but excluding a Registration Statement that is (i) solely in connection with a public offering of any securities of the Company on Special Registration or (ii) pursuant to a form and Demand Registration in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securitiesaccordance with Section 6.1, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice as promptly as practicable, but not later than thirty (an "Intended Offering Notice"30) of such intention to each Stockholder then holding Registrable Securities at least 20 business calendar days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, to the Shareholder of its intention to effect such registration statement, any proposed means of distribution of and shall include in such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by registration all Registrable Shares with respect to which the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such has received written notice being a "Piggy-back Notice"from the Shareholder for inclusion therein within fifteen (15) not later than 10 business calendar days after the date of the Company's delivery ’s notice (a “Piggyback Registration”). In the event that the Shareholder makes such written request, the Shareholder may withdraw its Registrable Shares from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Stockholder of Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 6.2(a), whether or not the Intended Offering NoticeShareholder has elected to include Registrable Shares in such registration; provided, however, that, if such stockholder desires the Shareholder has elected to participate include Registrable Shares in such offeringregistration and the Company terminates or withdraws such Piggyback Registration after the date on which the applicable Registration Statement is declared effective, the Company shall reimburse the Shareholder for all Selling Expenses paid by the Shareholder in respect of Registrable Shares included therein which are unsold on the date of such withdrawal or termination. The Piggy-back Notice No Piggyback Registration shall set forth count towards the number of Registrable Securities such Stockholder desires Demand Registrations to have included in which the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder"Shareholder is entitled under Section 6.1(b) shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an ElectionSection 6.1(c).

Piggy Back Registration. (a) If Subject to the terms and conditions hereof, if the Company proposes to register any Common Stock for its own account or for the account of others at any time following the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public offering of any securities first anniversary of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, IPO (other than (i) on a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission) or (ii) in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior proposed filing to the anticipated filing date of Holders as soon as practicable; such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and notice shall specify, to the extent then knownat a minimum, the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statementstatement with the Commission, any the proposed means of distribution of such securities, any and the proposed managing underwriter or underwriters (if any and if known) and offer such Holders the opportunity to register such number of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number shares of Registrable Securities as each such Stockholder desires Holder may request (a “Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to have effect a Piggy-Back Registration. The Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause the managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities equal to or greater than the Minimum Registration Amount held by the Holders requested to be included in a Piggy-Back Registration to be included on the registration statement same terms and offered to the public. Upon the request conditions as any equity securities of the Company, each Stockholder electing to include Registrable Securities Company included therein. Participation in the a Piggy-Back Registration Statement (a "Participating Stockholder") as provided in this Section 2.2 shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named not count as a selling securityholder in the Demand Registration Statement or to use the Prospectus forming a part thereof for sales purposes of Registrable Securities unless such Participating Stockholder has made an ElectionSection 2.1.

Piggy Back Registration. (a) If at any time after the first anniversary of the Closing Date the Company intends proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Company for its behalf own account (including for the purpose of effecting any transaction approved by the Company's board of directors under the terms of Section 6(b)(vi) or on behalf Section 6(c)(i) of the CCI Shareholders' Agreement, or which the Shareholder Parties agree to proceed with under the terms of Section 9 of the CCI Shareholders' Agreement, which the Company hereby agrees to undertake) or for the account of any of its securityholders a registration statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, respective security holders (other than a registration statement Registration Statement on Form S-4 or Form S-8 or Form S-4on any other form inappropriate for an underwritten public offering or related solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction (or any substitute form that may be adopted by the Commission), including a Registration Statement pursuant to a Demand Registration under Section 2.2), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business the Holders as soon as practicable (but in no event less than 30 days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of New Registrable Securities as each Stockholder such Holder may request, subject request (which request shall specify the New Registrable Securities intended to the conditions set forth herein, be disposed of by such Holder and shall specify, to also state the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company intent of the proposed maximum offering price of such securities, as such price is proposed Holder to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing offer New Registrable Securities for sale) (such written notice being a "Piggy-back NoticeBack Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the New Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such New Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its New Registrable Securities in any Registration Statement pursuant to this Section 2.3 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.5(c) not later than 10 business days after hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.2(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.3, and no failure to effect a registration under this Section 2.3, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.2, and no failure to effect a registration under this Section 2.3 and to complete the sale of New Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement obligations under Sections 3.2 and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election4.1).

Piggy Back Registration. From and after the date that is ninety (a90) If at days after the date of this Agreement and until the third anniversary of the Closing Date, for so long as any time of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public contemplates making an offering of any Common Stock (or other equity securities of the Company on a form and in a manner that would permit the registration convertible into or exchangeable for offer and Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of Registrable Securities, its securities other than (i) a registration statement on Form S-8 or Form S-4, then or any successor or similar forms; and (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Company shall will at each such time give prompt written notice (an "Intended Offering Notice") to the Holders’ Representative and the Investors of such its intention to each Stockholder then holding do so and of the Investor’s rights under this Agreement. Upon the written request of any Investor made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities at least 20 business days prior intended to be disposed of by such Holder and the anticipated filing date intended method of such disposition thereof), the Company will use its best efforts to effect the registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of all Registrable Securities as each Stockholder may request, subject which the Company has been so requested to register by the conditions set forth herein, and shall specifyInvestors, to the extent then knownrequisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by the Investors requesting registration, the number and class of securities proposed to be registered, the proposed date of filing by inclusion of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under Commission rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a "Participating Stockholder") shall enter into such underwritingpro rata basis, custody the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and other agreements as are customary provided, further, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with registered secondary offerings such registration, the Company shall determine for any reason either not to register or necessary or appropriate to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to the Holders’ Representative and the Investors requesting registration and, thereupon, (i) in the case of a determination not to register, 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 offering. No Participating Stockholder expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be entitled permitted to be named delay registering any Registrable Securities, for the same period as a selling securityholder the delay in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless registering such Participating Stockholder has made an Electionother securities.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to any offering of its securities for its own account or for the account of any securities of its securityholders (other than (a) any registration statement filed by the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securitiespursuant to Section 2.1 or Section 2.2, other than (b) a registration statement on Form S-8 S-4 or Form S-4S-8 (or any related form or substitute form that may be adopted by the Commission), (c) a registration incidental to an issuance of debt securities, (d) in connection with any dividend or distribution reinvestment or similar plan, or (e) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Piggy-Back Registration Statement”), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business the Holders (a “Piggy-Back Notice”) as soon as practicable (but in no event less than fifteen (15) days prior to before the anticipated filing date of date) (such registration statementa registration, a “Piggy-Back Registration”). Such Intended Offering The Piggy-Back Notice shall state the intended method of disposition of the securities in the Piggy-Back Registration, and such notice shall offer the Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may request, subject . Any Holder may elect to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing include its Registrable Securities in such Piggy-Back Registration by delivering written notice of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing election (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth including the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales shares of Registrable Securities unless it desires to include) within fifteen (15) days of receipt of the Piggy-Back Notice. If the Piggy-Back Registration is in the form of an underwritten offering (an “Underwritten Piggy-Back Offering”), the Company shall use reasonable best efforts to cause the managing Underwriter or Underwriters of such Participating Stockholder Underwritten Piggy-Back Offering to permit the Registrable Securities requested to be included therein to be included on the same terms and conditions as apply to the Company and any other securityholders. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggy-Back Registration at any time prior to the effectiveness of such Piggy-Back Registration Statement. The Company shall not be obligated to effect more than an aggregate of six (6) registrations under this Section 2.3. A registration will not count for purposes of the immediately preceding sentence until the applicable Piggy-Back Registration Statement has made an Electionbecome effective.

Piggy Back Registration. From and after the date that is ninety (a90) If at days after the date of this Agreement and until the fifth anniversary of the Closing Date, for so long as any time of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public contemplates making an offering of any Common Stock (or other equity securities of the Company on a form and in a manner that would permit the registration convertible into or exchangeable for offer and Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of Registrable Securities, its securities other than (i) a registration statement on Form S-8 or Form S-4, then or any successor or similar forms; and (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Company shall will at each such time give prompt written notice (an "Intended Offering Notice") to the Holders’ Representative and the Investors of such its intention to each Stockholder then holding do so and of the Investor’s rights under this Agreement. Upon the written request of any Investor made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities at least 20 business days prior intended to be disposed of by such Holder and the anticipated filing date intended method of such disposition thereof), the Company will use its best efforts to effect the registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of all Registrable Securities as each Stockholder may request, subject which the Company has been so requested to register by the conditions set forth herein, and shall specifyInvestors, to the extent then knownrequisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by the Investors requesting registration, the number and class of securities proposed to be registered, the proposed date of filing by inclusion of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under Commission rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a "Participating Stockholder") shall enter into such underwritingpro rata basis, custody the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and other agreements as are customary provided, further, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with registered secondary offerings such registration, the Company shall determine for any reason either not to register or necessary or appropriate to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to the Holders’ Representative and the Investors requesting registration and, thereupon, (i) in the case of a determination not to register, 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 offering. No Participating Stockholder expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be entitled permitted to be named delay registering any Registrable Securities, for the same period as a selling securityholder the delay in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless registering such Participating Stockholder has made an Electionother securities.

Piggy Back Registration. (a) If at any time Whenever during the Company intends Effective Period the Issuer shall propose to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities 1933 Act in connection with a relating to the public offering of any securities of the Company on a form and in a manner that would permit the registration Issuer Class A Common Stock for offer and sale under the Securities Act of Registrable Securities, cash (other than pursuant to a registration statement on Form S-4 or Form S-8 or Form S-4any successor forms, then or an offering of securities solely to existing stockholders or employees of the Company Issuer), including in respect of a Demand Registration, the Issuer shall give (i) provide a written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing thereof to each Holder, specifying the approximate date of such registration statement. Such Intended Offering Notice shall offer on which the Issuer proposes to include in file such registration statement for offer and advising such Holder of its right to have any or all of the Registrable Securities held by such Holder included among the securities to be covered thereby and (ii) at the written request of any such Holder given to the public such number Issuer within 15 days after receipt of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after from the Company's delivery to Issuer, include among the securities covered by such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth registration statement the number of Registrable Securities that such Stockholder desires Holder shall have requested be so included (subject, however, to have included reduction in accordance with Section 2.01(b) and subject to compliance with any restrictions to which such Holder may be subject under the Governance Agreement). The Issuer shall use reasonable efforts to cause the lead or managing underwriter, if any, of any proposed underwritten offering to permit the Holders of Registrable Securities requested to be covered by the registration statement for such offering to include such securities in such offering on the same terms and offered subject to the public. Upon same conditions as any similar securities included therein; provided, however, that the request Issuer shall not be required under this Section 2.01(a) to use any efforts to cause any lead or managing underwriter of the Company, each Stockholder electing any such offering to permit any such Holder to include Registrable Securities any such securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities offering unless such Participating Stockholder has made an ElectionHolder accepts the terms of any underwriting agreed upon between the Issuer (and any other Holder whose securities are included in such offering) and such underwriter (and any other underwriter) and performs such Holder's obligations thereunder.

Piggy Back Registration. (aSubject to Section 2(a) If at any time hereof, if the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act with respect to an underwritten equity offering by the Company, in an amount of at least Thirty Million Dollars ($30,000,000) for its own account or for the account of any of its security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Class A Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a public offering of any securities of the Company on a form and in a manner that would permit the demand registration for offer and sale under the Securities Act of Registrable Securitiesright, other than (iii) a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing securities holders), or (iv) any registration statement filed prior to the first anniversary of the initial closing of the Offering, then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business the Holders as soon as practicable (but in no event less than ten (10) days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer the Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may requestrequest (a “Piggy-Back Registration”); provided, subject however, that in no event shall the Company be required to register in a Piggy-Back Registration any Registrable Securities registered pursuant to an effective, or filed but not yet effective, Continuous Offering Registration Statement. The Company shall use its commercially reasonable efforts to cause the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities and a good faith estimate by of the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiontherein.

Piggy Back Registration. If, (ai) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act with respect to an underwritten equity offering of at least Thirty Million Dollars ($30,000,000) for its own account or for the account of any of its security holders of any class of equity security other than (1) any registration statement filed by the Company under the Securities Act relating to an offering of Class A Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (2) any registration statement filed in connection with a public offering of any securities of the Company on demand registration right, including, without limitation, a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable SecuritiesDemand Registration Statement, other than (3) a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission), (4) any registration statement filed prior to the date that is 180 days following the date of the initial closing of the Offering, or (5) any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securities holders, and (ii) either (1) the Company has failed to file, or if filed fails to maintain the effectiveness of, a Continuous Offering Registration Statement or (2) the registration statement is filed on or after the date that is 180 days following the initial closing of the Offering and prior to the date that is 270 days following the initial closing of the Offering, then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business the Holders as soon as practicable (but in no event less than ten (10) days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer each Holder the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may requestrequest (a “Piggy-Back Registration”); provided, subject that, in no event shall the Company be required to register in a Piggy-Back Registration any Registrable Securities registered pursuant to an effective, or filed but not yet effective, Registration Statement. The Company shall use its commercially reasonable efforts to cause the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities and a good faith estimate by of the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiontherein.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of ----------------------- register (a "Piggy-Back Registration") any of its securityholders a registration statement securities (the "Initially ----------------------- --------- Proposed Shares") under the Securities Act for sale, whether or not for its own --------------- account and whether or not pursuant to an underwritten offering (other than (i) a registration statement filed in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than an Initial Public Offering; (ii) a registration statement on Form S-4 or S-8 or Form S-4successor forms thereto; or (iii) a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's then existing stockholders or employees), then the Company shall will promptly give written notice (an a "Intended Offering Piggy-Back ---------- Registration Notice") to the Holders of such its intention to each Stockholder then holding Registrable Securities at least 20 business days prior effect a Piggy-Back ------------------- Registration (such Piggy-Back Registration Notice to specify, where applicable, among other things, the anticipated filing date proposed offering price, the kind and number of such registration statement. Such Intended Offering Notice securities proposed to be registered and the distribution arrangements, including identification of the underwriter), and the Holders shall offer be entitled to include in such registration statement for offer to Piggy-Back Registration, as a part of such underwritten offering and on the public same terms and conditions as the Initially Proposed Shares, such number of Registrable Securities to be sold for the account of the Holders as each Stockholder may request, subject shall be specified in a request in writing delivered to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing within twenty (such written notice being a "Piggy-back Notice"20) not later than 10 business days after the date of the Piggy-Back Registration Notice. The Company will pay all Registration Expenses in connection with such Piggy-Back Registration. The Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing obligations to include Registrable Securities in a Piggy-Back Registration pursuant to this Section 3 is subject to the Registration Statement (a "Participating Stockholder") shall enter into such underwritingfollowing limitations, custody conditions and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election.qualifications:

Piggy Back Registration. (a) If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company intends proposes to file on with the SEC a Registration Statement relating to an offering for its behalf own account or on behalf the account of others under the 1933 Act of any of its securityholders securities (other than a registration statement under the Securities Act Registration Statement on Form S-4 or Form S-8 (or their equivalents at such time) relating to securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) the Company shall promptly send to each Holder written notice of the Company's intention to file a Registration Statement and of such Holder's rights under this Section 2(c) and, if within five (10) business days after receipt of such notice, such Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Holder requests to be registered, subject to the priorities set forth in this Section 2(c) below. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Sections 2(a) or (b). If an offering in connection with which a Holder is entitled to registration under this Section 2(c) is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. If a registration pursuant to this Section 2(c) is to be an underwritten public offering of any securities of and the managing underwriter(s) advise the Company in writing that, in their reasonable good faith opinion, marketing or other factors dictate that a limitation on a form the number of shares of Common Stock which may be included in the Registration Statement is necessary to facilitate and in a manner that would permit not adversely affect the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4proposed offering, then the Company shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement registration: (1) first, all securities the Company proposes to sell for offer its own account, (2) second, up to the public such full number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, registered for the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company account of the proposed maximum offering price holders of such securities, as such price is proposed securities entitled to appear on the facing page inclusion of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities their securities in the Registration Statement by reason of demand registration rights, and (a "Participating Stockholder"3) shall enter into such underwritingthird, custody the securities requested to be registered by the Holders and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be holders of securities entitled to be named as a selling securityholder participate in the Registration Statement or registration, as of the date hereof, drawn from them pro rata based on the number each has requested to use the Prospectus forming a part thereof for sales of Registrable Securities unless be included in such Participating Stockholder has made an Electionregistration.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act with respect to any offering of its CEC Common Stock for its own account or for the account of any of its respective securityholders (other than (a) any registration statement filed by the Company under the Securities Act relating to an offering of CEC Common Stock for its own account, (b) any registration statement filed in connection with a public offering of any securities of the Company on a form and in a manner that would permit the demand registration for offer and sale under the Securities Act of Registrable Securities, other than a Demand Registration under this Agreement, (c) a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission), (d) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders, (e) a registration incidental to an issuance of debt securities under Rule 144A, or (f) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Company Public Sale”), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 business so proposed to be registered by the Company as soon as practicable (but in no event less than ten (10) days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may requestrequest (a “Piggy-Back Registration”); provided, subject to the conditions set forth hereinthat if and so long as a Shelf Registration Statement is on file and effective, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed shall have no obligation to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being effect a "Piggy-back Notice") not later than 10 business days after Back Registration; provided, further, that the Company's delivery Co-Investor Entities shall only have such rights to such Stockholder of the Intended Offering Notice, if such stockholder desires Piggyback Registration with respect to participate a Company Public Sale in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (which a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named Sponsor is participating as a selling securityholder in stockholder. The Company shall use its commercially reasonable efforts to cause the Registration Statement managing Underwriter or Underwriters of a proposed underwritten offering to use permit the Prospectus forming a part thereof for sales of Registrable Securities unless requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Participating Stockholder has made an ElectionRegistration Statement.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of register (including for this purpose a registration effected by the Company for stockholders other than the Investor) any of its securityholders a registration statement Common Stock under the Securities Act in connection with a the public offering of any such securities solely for cash (other than (i) a registration on Form S-8 (or similar or successor form) relating solely to the sale of the Company on a form and securities to participants in a manner that would permit Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), (ii) a registration for on Form S-4 (or similar or successor form), (iii) a shelf registration statement covering the offer and sale of securities from time to time in one or more offerings or (iv) unless a Registration Statement has not already been filed for the Registrable Securities, a registration in connection with a rights offering to existing securityholders of the Company), the Company shall, at such time, give the Investor written notice of such registration. Upon the written request of the Investor received by the Company within twenty (20) Trading Days after mailing of such notice by the Company, the Company shall use its best efforts to cause to be registered under the Securities Act all of the Registrable SecuritiesSecurities that the Investor has requested to be registered; provided that the right of the Investor to have such Registrable Securities so registered shall be subordinated in all respects to the rights of any other holders of registration rights, other than a whether now existing or to be granted in the future. The Company may grant any registration statement on Form S-8 or Form S-4rights, then including registration rights that are superior in priority to the piggy-back registration rights granted to the Investor pursuant to this Section 2.3, to third parties, as it deems to be in its best interest. Except as otherwise required pursuant to this Agreement, the Company shall give have no obligation under this Section 2.3 to make any offering of its securities, or to complete an offering of its securities that it has proposed to make. The Investor may withdraw its written notice of registration at any time, but such notice may not be reinstated if the twenty (an "Intended Offering Notice"20) of such intention day Trading Day period referred to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder above has made an Electionexpired.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement (a "Piggy-Back Registration") under the Securities Act in connection with a public respect to an offering or other sale of equity securities by the Company for its own account or for the account of any holders of any class of its equity securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, (other than (i) a Demand Registration, (ii) a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission), or (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities the Holders as soon as practicable, in any event at least 20 business thirty (30) days prior to before the anticipated filing date of date, and such registration statement. Such Intended Offering Notice notice shall offer each Holder the opportunity to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder such Holder may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by such Holder and the proposed date intended method of filing distribution thereof). Such Holders shall have twenty (20) days after receipt of such registration statement, notice from the Company to make such request. All Holders requesting inclusion in the Piggy-Back Registration are referred to herein as "Piggy-Back Holders". Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate Piggy-Back Registration by giving written notice to the Company of its request to withdraw prior to the proposed maximum offering price of such securitiesdate on which the registration statement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise provided that the Company in writing (such written notice being a "shall reimburse the Piggy-back Notice"Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) not later than 10 business days after incurred prior to such withdrawal. No Piggy-Back Registration shall relieve the Company of its obligation to effect any Demand Registration or a Shelf Registration, and no failure to effect a Piggy-Back Registration or complete the sale of securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement obligations under Sections 3.2 and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election4.1).

Piggy Back Registration. (a) If at any time the Company intends Purchaser proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Purchaser for its behalf own account or on behalf for the account of any of its securityholders respective security holders (other than (x) a registration statement under the Securities Act in connection with a Registration Statement on any form inappropriate for an underwritten public offering of any or related solely to securities to be issued in a merger, acquisition of the Company on a form and stock or assets of another entity or in a manner that would permit the registration for offer and sale under the Securities Act similar transaction, or (y) a Registration Statement pursuant to Clauses 1.1, 1.2(b) or 1.2(c) of Registrable Securities, other than a registration statement on Form S-8 or Form S-4this Schedule 6), then the Company Purchaser shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior proposed filing to the anticipated filing date of Holders as soon as practicable, and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as each Stockholder such Holder may request, subject request in writing within ten business days after receiving such notice (which request shall specify the number of shares intended to be disposed of by such Holder and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Purchaser shall use reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Purchaser or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. The Purchaser may withdraw a Piggy-Back Registration at any time prior to the conditions set forth time it becomes effective. The Purchaser shall only be required to effect one Piggy-Back Registration pursuant to this Clause 1.2(h) and shall not be required to effect a Piggy-Back Registration with respect to any securities of a Holder that are eligible for sale pursuant to Rule 144 under the Securities Act. 64 Notwithstanding anything contained herein, and shall specify, to if the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of any underwritten offering described in this Clause 1.2(h) have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Purchaser, Holders and any other persons holding securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, same class as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires Registrable Securities desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering. The Piggy-back Notice shall set forth , then, the Purchaser will include in such registration (A) first, all the shares the Purchaser offered for its own account, if any, (B) then, if additional shares may be included in such registration without adversely affecting the success of such offering, the shares offered by the holders of securities as a result of their exercise of "demand" registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without adversely affecting the success of such offering, the number of shares offered by the Holders, on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such Stockholder desires registration. If such reduction would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be entirely excluded from such offering. The Holders included in the registration statement any Piggy-Back Registration shall pay all expenses relating to shares sold by such Holders, including underwriters' or brokers' discounts and offered commissions, and federal and blue sky registration, filing and qualification fees, in each case to the public. Upon the request of the Company, each Stockholder electing extent relating to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionshares.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to any offering of its securities for its own account or for the account of any securities of its securityholders (other than (a) any registration statement filed by the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securitiespursuant to Section 2.01 or Section 2.02, other than (b) a registration statement on Form S-8 S-4 or Form S-4S-8 (or any related form or substitute form that may be adopted by the Commission), (c) a registration incidental to an issuance of debt securities, (d) in connection with any dividend or distribution reinvestment or similar plan, or (e) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Piggy-Back Registration Statement”), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business the Holders (a “Piggy-Back Notice”) as soon as practicable (but in no event less than fifteen (15) days prior to before the anticipated filing date of date) (such registration statementa registration, a “Piggy-Back Registration”). Such Intended Offering The Piggy-Back Notice shall state the intended method of disposition of the securities in the Piggy-Back Registration, and such notice shall offer the Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may request, subject . Any Holder may elect to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing include its Registrable Securities in such Piggy-Back Registration by delivering written notice of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing election (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth including the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales shares of Registrable Securities unless it desires to include) within fifteen (15) days of receipt of the Piggy-Back Notice. If the Piggy-Back Registration is in the form of an underwritten offering (an “Underwritten Piggy-Back Offering”), the Company shall use reasonable best efforts to cause the managing Underwriter or Underwriters of such Participating Stockholder Underwritten Piggy-Back Offering to permit the Registrable Securities requested to be included therein to be included on the same terms and conditions as apply to the Company and any other securityholders. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggy-Back Registration at any time prior to the effectiveness of such Piggy-Back Registration Statement. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time prior to the effectiveness thereof. The Company shall not be obligated to effect more than three (3) registrations under this Section 2.03. A registration will not count for purposes of the immediately preceding sentence until the applicable Piggy-Back Registration Statement has made an Electionbecome effective.

Piggy Back Registration. (a) If at (but without any time obligation to do so) the Company intends proposes to file on its behalf or on behalf of register (including for this purpose a registration effected by the Company for shareholders other than the Holder) any of its securityholders a registration statement stock or other securities under the Securities Act in connection with a the public offering of such securities on any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, (other than a registration statement on Form S-4 or S-8 or Form S-4, then any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company shall pursuant to any employee benefit plan, respectively) (a "Piggy-Back ---------- Registration"), it will promptly (and in any case at least 20 days before the ------------ initial filing with the SEC of such piggy-back registration statement (the "Piggy-Back Registration Statement")) give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior Holder in --------------------------------- accordance with Section 11.5, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the anticipated filing date of such registration statementCompany. Such Intended Offering Notice The notice shall offer to include in such registration statement for offer to filing the public such aggregate number of shares of Registrable Securities as each Stockholder the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 2.2, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder Holder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business in accordance with Section 11.5 within 20 days after the date of receipt of such offer from the Company's delivery to , setting forth the amount of such Stockholder of the Intended Offering Notice, if such stockholder desires to participate Registrable Securities for which registration is requested. The Company shall thereupon include in such offering. The Piggy-back Notice shall set forth filing the number or amount of Registrable Securities for which registration is so requested, subject to provisions of Section 2.2(c) below, and shall use its reasonable best efforts to effect registration of such Stockholder desires to have included in Registrable Securities under the registration statement and offered to Securities Act; provided, however, that the public. Upon the request of the Company, each Stockholder electing Company shall -------- ------- not be obligated to include any Registrable Securities in any such registration, qualification or compliance, pursuant to this Section 2.2 (i) prior to the Registration Statement date which is the six month anniversary of the date of the Closing (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder defined in the Registration Statement Purchase Agreement) or to use (ii) after the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election144 Sale Date.

Piggy Back Registration. (a) If at any time Holdings proposes to ----------------------- file a Registration Statement under the Company intends Securities Act with respect to file on an offering by Holdings for its behalf own account or on behalf for the account of any of its respective securityholders a registration statement under covering the Securities Act in connection with a public offering sale of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, Common Stock (other than (a) a registration statement on Form S-4 or S-8 or Form S-4any similar or successor form or in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called "equity kicker"), or (b) a --- registration statement filed in connection with an offer of securities solely to Holdings' existing securityholders) for sale on the same terms and conditions as the securities of Holdings or any other selling securityholder included therein, then the Company Holdings shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 business days prior to as soon as practicable (but in no event less than 10 Business Days before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as each Stockholder such Holder may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by such Holder and the proposed date of filing of such registration statement, any proposed means intended method of distribution of such securities, any proposed thereof) (a "Piggy-Back Registration"). Holdings shall ----------------------- use its commercially reasonable efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of Holdings or any other securityholder included therein and a good faith estimate by to permit the Company of the proposed maximum offering price sale or other disposition of such securities, as such price is proposed Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to appear on the facing page withdraw its request for inclusion of such registration statement. Each Stockholder shall advise the Company its Registrable Securities in writing (such any Registration Statement pursuant to this Section 2.2 by giving written notice being to Holdings of its request to withdraw. Holdings may withdraw a "Piggy-back Notice") not later than 10 business days after Back Registration at any time prior to the Company's delivery time it becomes effective; provided that Holdings shall give -------- prompt notice thereof to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate participating Holders. Holdings will pay all Registration Expenses in such offering. The Piggy-back Notice shall set forth the number connection with each registration of Registrable Securities requested pursuant to this Section 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Stockholder desires Holder's Registrable Securities pursuant to have included in the a registration statement effected pursuant to this Section 2.1. No failure to effect a registration under this Section 2.1 and offered to complete the public. Upon the request sale of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") connection therewith shall enter into such underwriting, custody and relieve Holdings of any other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionobligation under this Agreement.

Piggy Back Registration. (a) If at any time the Company intends proposes to ----------------------- file on a Registration Statement under the Securities Act with respect to an offering by the Company for its behalf own account or on behalf for the account of any of its securityholders of any class of its common equity securities (other than (i) a registration statement under Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Securities Act SEC) or (ii) a Registration Statement filed in connection with a public an exchange offer or offering of any securities of solely to the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 business as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing not later 15 days prior to the anticipated filing effective date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number Registration Statement (or eight days of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company notice of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise filing if the Company in writing (is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) after receipt of such written notice being from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-back NoticeBack Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) not later than 10 business 180 days after the Company's delivery to such Stockholder effective date thereof or (B) the consummation of the Intended Offering Noticedistribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such stockholder desires proposed offering to participate permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such offeringRegistrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-back Notice Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, -------- however, that the Company shall set forth the number give prompt written notice thereof to ------- participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities such Stockholder desires requested pursuant to have included in the registration statement this Section 2.2, and offered each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the publicsale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. Upon No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales Holders of Registrable Securities unless such Participating Stockholder has made an Electionpursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account, or an offering for the account of any securities stockholder of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act or any group of Registrable Securities, such stockholders (other than a registration statement on Form S-4 or S-8 or Form S-4any successor forms or any other forms not available for registering capital stock for sale to the public), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding holder of Registrable Securities at least 20 business 30 days prior to before the anticipated filing date of date, and such notice shall describe in detail the proposed registration statement. Such Intended Offering Notice shall and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer such holders the opportunity to include in such registration statement for offer to register the public such number of Registrable Securities as each Stockholder such holder may request. The Company shall use its best efforts, subject to within 10 days of the conditions set forth herein, and shall specifynotice provided for in the preceding sentence, to cause the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by proposed underwritten offering (the "Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back NoticeUnderwriter") not later than 10 business days after to permit the Company's delivery to such Stockholder holders of the Intended Offering Notice, if such stockholder desires Registrable Securities who have requested to participate in the registration for such offeringoffering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein, including execution of an underwriting agreement in customary form. The Piggy-back Notice Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the holders of Registrable Securities that marketing considerations require a limitation on the number of securities to be sold, the Company shall set forth the include in such registration only that number of Registrable Securities such Stockholder desires to have included which, in the registration statement and offered to the public. Upon the request good faith opinion of the CompanyCompany Underwriter, each Stockholder electing to include Registrable Securities can be sold, selected in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election.following order:

Piggy Back Registration. (a) If at any time after December 31, 2008, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities 1933 Act in connection with a public respect to an offering by the Company for its own account or for the account of any securities holders of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, any Shares (other than a registration statement on Form S-8 S-4 or Form S-4S-8, or any substitute form that may be adopted by the Commission, a registration filed upon the demand of any of the Company's other securityholders (who have contractual demand registration rights prohibiting other shares from being added to such registration statement), or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business the Holder as soon as practicable (but in no event less than ten (10) days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer the Holder the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder the Holder may request, subject to request in writing within five (5) days of receipt of such notice on behalf of itself (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by such Holder and the proposed date of filing of such registration statement, any proposed means intended method of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing thereof) (such written notice being a "Piggy-back NoticeBack Registration"). The Company shall use reasonable best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company or other securityholders of the Company are included therein to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.03(b), the Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within twenty (20) not later than 10 business days after of its request for inclusion. To the extent the related registration statement was filed by the Company for its own account or filed for the account of any of the Company's delivery to such Stockholder of securityholders (other than the Intended Offering NoticeHolder), if such stockholder desires to participate in such offering. The the Company may withdraw a Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered Back Registration at any time prior to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiontime it becomes effective.

Piggy Back Registration. (ai) If at any time within ninety (90) days of the date hereof (the “Piggy-Back Registration Period”), the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement Registration Statement under the Securities Act in connection with a public respect to an offering of any equity securities, or securities by the Company for its own account or for stockholders of the Company on a form for their account (or by the Company and in a manner that would permit by stockholders of the registration for offer and sale under the Securities Act of Registrable SecuritiesCompany) (an “Offering”), other than a registration statement Registration Statement (i) on Form S-8 S-8, or any successor or similar form, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) to register securities on a Form S-4, or on any successor or similar form, then the Company shall (x) give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 as soon as practicable but in no event less than ten (10) business days prior to before the anticipated filing date date, which notice shall describe the amount and type of such registration statement. Such Intended Offering Notice shall offer securities to include be included in such registration statement for offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, (a “Piggy-Back Registration”) and (y) offer to the public Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within five (5) business days following receipt of such notice (a “Holder’s Piggy-Back Request”). The Company shall cause that number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to in the extent then known, the number and class of securities proposed Holder’s Piggy-Back Request to be registeredincluded in such registration and, if applicable, shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed date underwritten offering to permit such Registrable Securities to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of filing the Company and to permit the sale or other disposition of such registration statement, any proposed means Registrable Securities in accordance with the intended method(s) of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statementthereof. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Stockholder desires to have included Piggy-Back Registration. The filing and effectiveness dates of the Registration Statement filed under this Section 2(a) shall be as set forth in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter rights agreements entered into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an ElectionOffering.

Piggy Back Registration. (a) If at New Parent proposes to register any time the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement New Parent Common Stock under the Securities Act in connection with a public offering for its own account or for the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other Persons who are not Holders (other than a registration statement (a) on Form S-8 S-4 or Form S-4S-8, (b) on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (c) in which the only New Parent Common Stock being registered in New Parent Common Stock issuable upon conversion of debt securities that are also being registered) then the Company shall New Parent will give written notice thereof to the Holders (an "Intended Offering a “Piggy-Back Notice"”) of such intention to each Stockholder then holding Registrable Securities at least 20 business as soon as practicable (but in no event less than three calendar days prior to before the anticipated filing date or commencement date, as applicable) (a “Piggy-Back Transaction”). The Piggy-Back Notice will state the intended method of disposition of the securities in the Piggy-Back Transaction, and such registration statement. Such Intended Offering Notice shall notice will offer the Holders the opportunity to include sell in such registration statement for offer to the public Piggy-Back Transaction such number of shares of Registrable Securities as each Stockholder such Holder may request. Any Holder may elect to include its Registrable Securities in such Piggy-Back Transaction by delivering written notice of such election (such notice including the number of shares of Registrable Securities the Holder desires to include) within three calendar days of receipt of the Piggy-Back Notice. New Parent will use commercially reasonable efforts, subject to the last sentence of this Section 2.03, to cause the managing underwriter, if any, of such Piggy-Back Transaction to permit the Registrable Securities requested to be included therein to be included on the same terms and conditions set forth as apply to any other securityholders. Such Holders proposing to distribute their Registrable Securities through a Piggy-Back Transaction will enter into an underwriting agreement in customary form with the underwriters selected for such transaction by New Parent. Notwithstanding anything contained herein, if the managing underwriters of a Piggy-Back Transaction advise New Parent and shall specifythe Holders of the Registrable Securities included in such offering in writing that based on prevailing market precedent and public investor expectations the number of securities requested to be included in the Piggy-Back Transaction exceeds the number of securities that can be sold therein without materially and adversely affecting the marketability of the offering, then the amount of securities to be offered will be reduced to a number that, in the written opinion of such managing underwriters can be sold without having such a material and adverse effect, and the securities to be included in such Piggy-Back Transaction will be allocated, (a) first, to New Parent, (b) second, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires Holders that have requested to participate in such offering. The Piggy-back Notice shall set forth Back Transaction on a pro rata basis based on the number of Registrable Securities such Stockholder desires held by each Holder, and (c) third, if there remains availability for additional New Parent Common Stock to have be included in the registration statement and offered such Piggy-Back Transaction, to the public. Upon the request holders of any other securities eligible for inclusion in such Piggy-Back Transaction (it being understood there are no such eligible securities as of the Companydate of this Agreement). The rights in this Section 2.03 shall expire on June 17, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election2029.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities 1933 Act in connection with a public respect to an offering by the Company for its own account or for the account of any securities of its respective securityholders of the Company on a form and in a manner that would permit same class as the registration for offer and sale under the Registrable Securities Act of Registrable Securities, (other than a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each the Stockholder then holding Registrable Securities at least 20 business as soon as practicable (but in no event less than ten (10) days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer the Stockholder the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each the Stockholder may request, subject to request in writing within five (5) days of receipt of such notice on behalf of itself or its Affiliates (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by the proposed date of filing of such registration statement, any proposed means Stockholder and its Affiliates and the intended method of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing thereof) (such written notice being a "Piggy-back NoticeBack Registration") not later than 10 business days after ). The Company shall use its best efforts to cause the Company's delivery managing Underwriter or Underwriters of a proposed underwritten offering to such Stockholder permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Intended Offering NoticeCompany included therein to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.4(b), if such stockholder desires the Stockholder shall have the right to participate withdraw its request for inclusion of its Registrable Securities in such offeringany Piggy-Back Registration by giving written notice to the Company of its request to withdraw within twenty (20) days of its request for inclusion. The Company may withdraw a Piggy-back Notice Back Registration at any time prior to the time it becomes effective; provided that the Company shall set forth reimburse the number Stockholder of Registrable Securities such Stockholder desires requested to have be included in the registration statement such Piggy-Back Registration for all out-of-pocket expenses (including counsel fees and offered expenses) incurred prior to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionwithdrawal.

Piggy Back Registration. (a) If at any time on or after the closing of the Company’s Qualified IPO, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection Act, with a public respect to an offering by the Company for its own account or for the account of any securities of its respective security holders of any security of the Company on a form and in a manner that would permit same class as the registration for offer and sale under the Registrable Securities Act of Registrable Securities, (other than a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the SEC), then or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to this Section 2.2 then, the Company shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior proposed filing to the anticipated filing date of Holders and Other Registration Rights Holders as soon as practicable, and such registration statement. Such Intended Offering Notice notice shall offer such Holders and Other Registration Rights Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder or Other Registration Rights Holder may request, subject to request in writing within ten (10) days of receipt of such notice (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by such Holder or Other Registration Rights Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). The Company shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed date underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of filing the Company included therein to permit the sale or other disposition of such registration statementRegistrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any proposed means Holder or Other Registration Rights Holder shall have the right to withdraw its request for inclusion of distribution of such securities, its Registrable Securities in any proposed managing underwriter or underwriters of such securities and a good faith estimate Piggy-Back Registration by giving written notice to the Company of the proposed maximum offering price its request to withdraw within ten (10) days of such securitiesits request for inclusion; provided, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in that the registration statement and offered including such shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any time prior to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiontime it becomes effective.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Company for its behalf own account or on behalf for the account of any of its securityholders a registration statement under the Securities Act in connection with a public offering of any class of its common equity securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, (other than (i) a registration statement on Form S-4 or S-8 (or Form S-4F-4 or F-8) (or any substitute form that may be adopted by the SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Capital Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan, (ii) a registration statement filed in connection with an offer of securities solely to the Company's existing securityholders or (iii) a Demand Registration), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 business as soon as practicable (but in no event fewer than 15 days prior to before the anticipated filing date of or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 (or F-3) under the Securities Act), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may request, request in writing within 12 days (or eight days if the Company is subject to filing reports under the conditions set forth herein, Exchange Act and shall specify, able to use Form S-3 (or F-3) under the extent then known, the number and class Securities Act) after receipt of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-back NoticeBack Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act in the qualifying jurisdictions until at least the earlier of (A) not later than 10 business 60 days after the Company's delivery to such Stockholder effective date thereof or (B) the consummation of the Intended Offering Noticedistribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such stockholder desires proposed offering to participate permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such offeringRegistrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-back Notice Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall set forth the number give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities such Stockholder desires requested pursuant to have included in the registration statement this Section 2.2, and offered each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the publicsale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. Upon No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales Holders of Registrable Securities unless such Participating Stockholder has made an Electionpursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account, or an offering for the account of any securities Equity Securityholders of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act or any group of Registrable Securities, such Equity Securityholders (other than a registration statement on Form S-4 or S-8 or Form S-4any successor or other forms not available for registering Equity Securities for sale to the public), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding holder of Registrable Securities at least 20 business 30 days prior to before the anticipated filing date of date, and such notice shall describe in detail the proposed registration statement. Such Intended Offering Notice shall and distribution (including those jurisdictions where registration under the securities or blue sky laws is intended) and offer such holders the opportunity to include in such registration statement for offer to register the public such number of Registrable Securities as each Stockholder such holder may request. If an underwritten offering, subject to the conditions set forth hereinCompany shall use its reasonable best efforts, and shall specifywithin 10 days of the notice provided for in the preceding sentence, to cause the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by proposed underwritten offering (the "Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back NoticeUnderwriter") not later than 10 business days after to permit the Company's delivery to such Stockholder holders of the Intended Offering Notice, if such stockholder desires Registrable Securities who have requested to participate in the registration for such offering. The Piggy-back Notice offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein, including execution of an underwriting agreement in customary form (provided, that, in connection with its obligations under the foregoing sentence, the Company shall set forth not be required to reduce the number or amount of Registrable Securities securities to be issued by it in any such Stockholder desires offering to have included an amount which, in the registration statement and offered to opinion of the public. Upon the request Board of Directors of the Company, each Stockholder electing is below that which is necessary and in the best interests of the Company). Notwithstanding the foregoing, if an underwritten offering and the Company Underwriter delivers a written opinion to include the holders of Registrable Securities that marketing considerations require a limitation on the number of securities to be sold, then the amount of securities in excess of the amount to be registered for sale by the Company to be offered for the account of holders requesting registration pursuant to this Section 6.4 and any other holders of any Company Shares requesting the registration of such Company Shares by exercising piggy-back registration rights similar to the rights granted by this Section 6.4 shall be reduced pro rata based on the number of shares held by each such holder to the extent necessary to reduce the total securities to be included in the offering to the amount recommended by the Company Underwriter. The Company shall bear all Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary Expenses in connection with registered secondary offerings any registration pursuant to this Section 6.4, whether or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless not such Participating Stockholder has made an Electionregistration becomes effective.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account or for the account of any securities securityholders of the Company on a form and in a manner that would permit the registration for offer and sale under the any class of its equity Securities Act of Registrable Securities, (other than (i) a registration statement on Form S-4 or S-8 (or Form S-4any applicable substitute, replacement or successor form that may be adopted by the Commission), (ii) a registration statement filed in connection with an exchange offer or offering of Securities solely to the Company’s existing securityholders or (iii) a registration statement relating to a Demand Registration), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to the Holders as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Common Stock as each Stockholder then holding such Holder may request (which request shall specify the number of shares of Registrable Common Stock intended to be disposed of by such Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). For the avoidance of doubt, the foregoing shall not apply to the registration statement filed by the Company in respect of its Initial Public Offering if the Initial Exercise Date of the Warrant is the consummation of such Initial Public Offering. The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested by the Holders thereof to be included in a Piggy-Back Registration (the “Piggy-Back Holders”) on the same terms and conditions as any similar Securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Common Stock in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Common Stock in any registration statement pursuant to this Section 3 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at least 20 business days any time prior to the anticipated filing date of time it becomes effective; provided, that the Company shall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred prior to such withdrawal. No registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth hereineffected under this Section 3, and no failure to effect a registration under this Section 3, shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by relieve the Company of its obligations pursuant to Section 2 hereof, and no failure to effect a registration under this Section 3 and to complete the proposed maximum offering price sale of such securities, as such price is proposed to appear on the facing page shares of such registration statement. Each Stockholder Registrable Common Stock in connection therewith shall advise relieve the Company in writing of any other obligation under this Agreement (such written notice being a "Piggy-back Notice") not later than 10 business days after including, without limitation, the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement ’s obligations under Sections 6 and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election7 hereof).

Piggy Back Registration. (a) If at any time Piggy-Back Rights. Beginning six (6) months after the ----------------- closing of the purchase of the Shares by the Company intends pursuant to the Option Agreement, if the Company proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account of any securities class of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, security (other than a registration statement on Form S-4 or S-8 (or Form S-4any successor form thereto)) under the Act, then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities of the Holders at least 20 business twenty (20) days prior to before the anticipated filing date of date, and such notice shall describe in detail the proposed registration statement. Such Intended Offering Notice shall and distribution (including those jurisdictions where registration under the securities or blue sky laws is intended) and offer such Holders the opportunity to include in such registration statement for offer to register the public such number of Registrable Securities as each Stockholder such Holder may requestrequest (a "Piggy-Back Registration"). The Company shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to permit the Holders who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. Notwithstanding the foregoing, subject in no event shall the Company be required to effect more than one Piggy-Back Registration. Notwithstanding the conditions set forth hereinforegoing, if such registration involves an underwritten offering and the managing underwriters or underwriters (the "Company Underwriter") shall specifyadvise ------------------- the Holders of Registrable Securities in writing that, in its opinion, the total amount of securities requested to be included in such offering (the "Total ----- Securities") is sufficiently large so as to have an adverse effect on the ---------- success of the distribution of the Total Securities, then the Company shall include in such registration, to the extent then known, of the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering, first, all Common Stock or securities convertible into, or ----- exchangeable or exercisable for, Common Stock that the Company proposed to register for its own account, second, all securities proposed to be registered ------ by Stockholders of the Company other than the Holders pursuant to any registration rights agreements entered into by the Company prior to the date of this Agreement, third, all securities proposed to be registered by all Holders, ----- pro rata among such Holders, fourth, all securities proposed to be registered by ------ Other Investors, pro rata among such Other Investors and class of fifth, all other ----- securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election.

Piggy Back Registration. (a) If at any time the Company intends Borrower proposes to file on its behalf or on behalf of register any of its securityholders a registration statement capital stock under the Securities 1933 Act in connection with a the public offering of any such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a “Piggy-Back Registration Statement”), except for (i) a registration relating solely to the Company on sale of securities to participants in Borrower’s stock or stock option plans or employee benefit plans or (ii) a form and in registration relating solely to a manner that would permit the registration transaction for offer and sale under the Securities Act which Form S-4 may be used, then: (a) Borrower shall give written notice of such determination to each Holder of Registrable Securities, and each such Holder shall have the right to request, by written notice given to Borrower within 15 days of the date that such written notice was mailed by Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such Registrable Securities are to be sold; (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of Borrower and for the account of its shareholders (other than a registration statement the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder’s Registrable Securities on Form S-8 or Form S-4the same basis as provided in the underwriting arrangement approved by Borrower, then and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the Company shall give written notice (an "Intended Offering Notice") terms of such intention to each Stockholder then holding underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement offering would materially adversely affect the ability of the underwriters for offer such offering to sell all of the public securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, provided below. If the number and class of securities proposed to be registered, sold in such underwritten offering exceeds the proposed date number of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate that may be sold in such offering. The Piggy-back Notice , there shall set forth be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and for the account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such Stockholder desires other proportions as the managing underwriter or underwriters for the offering may require; provided, however, that in the event that the number of securities proposed to have be sold in such underwritten offering exceeds the number of securities that may be sold in such offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities for its own account, there shall be included in the registration statement and offered offering, first, up to the public. Upon maximum number of securities to be sold by Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower’s stockholders (both the Holders of Registrable Securities requested and such other stockholders of Borrower requested to be included therein) on a pro rata basis; (e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any specific underwritten offering shall be subject to a 90-day delay at the request of the Company, each Stockholder electing to include managing underwriter; (g) All demand and piggy-back registration rights of the Holders shall terminate when all of the Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offeringThen Outstanding may be sold pursuant to Rule 144(k). No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election.Section 9.03

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf effect (i) an Initial Public Offering which includes a selling stockholder component or on behalf of (ii) any of its securityholders a registration statement under the Securities Act in connection with a subsequent public offering of any securities Capital Stock of the Company (except with respect to Registration Statements on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable SecuritiesForms S-4 or S-8, other than a registration statement on Form S-8 or Form S-4any successor or similar forms), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least as soon as practicable (but in no event less than 20 business days prior to before the anticipated initial filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as each Stockholder such Holder may requestrequest (a "Piggy-Back Registration"). Each Holder of Registrable Securities will have the right, subject to the conditions set forth herein, and shall specifywithin 20 days after receipt of such notice, to request that the extent then known, Company include such Holder's Registrable Securities for sale pursuant to such Registration Statement. The Company shall cause the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of any proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such securities and a good faith estimate Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise time it becomes effective; provided that the Company in writing (such written shall give prompt notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery thereof to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offeringparticipating Holders. The Piggy-back Notice shall set forth the number Company will pay all Registration Expenses in connection with each registration of Registrable Securities such Stockholder desires requested pursuant to have included in the registration statement this Section 2.1, and offered each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the publicsale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.1. Upon No failure to effect a registration under this Section 2.1 and to complete the request sale of the Company, each Stockholder electing to include Registrable Securities in connection therewith shall relieve the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and Company of any other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionobligation under this Agreement.

Piggy Back Registration. (a1) If at In the event that, prior to the second anniversary of the date hereof, any time of the Company intends Principal Shares are to file on its behalf be registered for sale pursuant to a registration statement under the Securities Act, or on behalf or after the second anniversary of the date hereof, any shares of its securityholders Common Stock are to be registered for sale pursuant to a registration statement under the Securities Act other than a Registration Statement (i) filed in connection with a public any employee stock option or other benefit plan, (ii) for an exchange offer or offering of any securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company on or (iv) for a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securitiesdividend reinvestment plan, other than a registration statement on Form S-8 or Form S-4, then (x) the Company shall give written send notice thereof to the Holders as soon as practicable but in no event less than ten (an "Intended Offering Notice"10) of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior to before the anticipated filing date date, which notice shall describe the amount and type of such registration statement. Such Intended Offering Notice shall offer securities to include be included in such registration statement for offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the public Holders the opportunity to register the sale of such number of shares of Registrable Securities as each Stockholder such Holder may request, subject request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to the conditions set forth herein, be included in such registration and shall specify, use its best efforts to cause the extent then known, managing Underwriter or Underwriters of a proposed underwritten offering to permit the number and class of securities proposed Registrable Securities requested to be registered, included in a Piggy-Back Registration on the proposed date of filing same terms and conditions as any similar securities being sold in such offering and to permit the sale or other disposition of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggy-Back Registration Statement (a "Participating Stockholder") that involves an Underwriter or Underwriters shall enter into such underwriting, custody and other agreements as are an underwriting agreement in customary in connection with registered secondary offerings or necessary or appropriate in connection form with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement Underwriter or to use the Prospectus forming a part thereof Underwriters selected for sales of Registrable Securities unless such Participating Stockholder has made an ElectionPiggy-Back Registration.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Company for its behalf own account or on behalf for the account of any of its respective securityholders a registration statement under covering the Securities Act in connection with a public offering sale of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, Common Stock (other than (a) a registration statement on Form S-8 S-4 or Form S-4S-8, (b) a registration statement filed in connection with an offer of securities solely to the Company's existing securityholders, or (c) a Demand Registration) for sale on the same terms and conditions as the securities of the Company or any other selling securityholder included therein, then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 business days prior to as soon as practicable (but in no event less than 10 Business Days before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as each Stockholder such Holder may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by such Holder and the proposed date of filing of such registration statement, any proposed means intended method of distribution of such securities, any proposed thereof) (a "Piggy-Back Registration"). The Company shall use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Secu- rities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and a good faith estimate to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise time it becomes effective; provided that the Company in writing (such written shall give prompt notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery thereof to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offeringparticipating Holders. The Piggy-back Notice shall set forth the number Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Stockholder desires Holder's Registrable Securities pursuant to have included in the a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and offered no failure to effect a registration under this Section 2.2, shall relieve the public. Upon Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the Company, each Stockholder electing to include sale of Registrable Securities in connection therewith shall relieve the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and Company of any other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionobligation under this Agreement.

Piggy Back Registration. (ai) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with respect to an offering by the Company to register any of its common or preferred equity securities for its own account (a public offering "Primary ------- Registration") or for the account of any securities of its respective securityholders (a ------------ "Secondary Registration") (other than (i) any registration statement filed by ----------------------- the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act relating to an offering of Registrable Securitiescapital stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.05 of the Partnership Agreement, other than and covering the resale by the Holders of the shares of capital stock received in such exchange, (ii) a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission), (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan, or (iv) any registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall promptly give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 business days prior to the anticipated filing date of and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing request (such written notice being a "Piggy-back NoticeBack ---------- Registration") not later than 10 business days after ). The Company shall use all commercially reasonable efforts to ------------ include or to cause the Company's delivery managing Underwriter or Underwriters of a proposed underwritten offering to such Stockholder permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have Company included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiontherein.

Piggy Back Registration. (a) If at In addition to any time rights granted under Section I and subject to the requirements of Section 2.02, if the Company intends proposes to file on its behalf or on behalf of any register under the Act a public offering of its securityholders Common Stock, the Company shall give notice as promptly as possible of such proposed registration to the Selling Stockholders. Within fifteen business days after receipt of such notice, each Selling Stockholder shall notify the Company in writing of the number of shares of Common Stock, if any, that such Selling Stockholder wishes to have included in such registration and, if either or both of the Selling Stockholders elect to so include any shares of Common Stock in the registration, the Company will use all reasonable efforts to cause the offering of the number of shares that the Selling Stockholders shall have requested to be included in such registration, upon the same terms (including the method of distribution) as such offering; provided, however, that: (i) the Company shall not be required to give notice of, or include such shares in, any such registration if the proposed registration is a registration statement under the Securities Act of (A) an employee ownership, option, purchase or other employee incentive or benefit plan or arrangement, (B) securities proposed to be issued in exchange for securities or assets of, or in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securitiesmerger or consolidation with, other than a registration statement on Form S-8 another entity or Form S-4corporation, then the Company shall give written notice (an "Intended Offering Notice"C) of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registeredoffered to any class or series of its then existing security holders, (D) securities issuable upon the conversion of securities which are the subject of an underwritten redemption or (E) a combination of any of the transactions referred to in (A) through (D); (ii) the Company shall not be required to include any or all such shares of Common Stock in any such registration if, in the reasonable opinion of the Company's investment banking firm, the basis for which is given in writing by such firm to the Selling Stockholders, the inclusion of any or all such shares of Common Stock would have a material adverse affect on such proposed offering or the Selling Stockholder desiring to sell shares has not agreed to refrain from selling any additional shares of Common Stock for such reasonable period not to exceed the number of days following the effective date of filing the offering as such investment banker may reasonably request; provided, however, that the securities of such registration statement, any proposed means all other persons with similar rights must also be excluded; (iii) if the amount of distribution of such securities, any proposed managing underwriter or underwriters of such the securities and a good faith estimate to be offered by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of through such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Noticeis reduced, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires shares of Common Stock to have included in be offered by each of the Selling Stockholders may be reduced proportionately; and (iv) the Company may, without the consent of either of the Selling Stockholders, withdraw any registration statement and offered abandon the proposed offering in which the Selling Stockholders had requested to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionparticipate.

Piggy Back Registration. (a) If at any time the Company intends to file on shall determine in its behalf discretion, including in connection with any Qualified IPO, or on behalf of any of its securityholders a registration statement third parties, to register under the Securities Act in connection with a public offering any of any its securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, (other than a registration statement on Form S-8 relating to the sale of securities to participants in a Company employee benefits plan, or Form S-4a registration statement in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered, then or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders) (a “Piggy Back Registration Statement”), it shall send to the Investor written notice of such determination. If within 10 days after receipt of such notice, the Investor shall so request in writing, the Company shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to Piggy Back Registration Statement all or any part of the public such number of Registrable Securities as each Stockholder may request, subject to Shares that the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Investor requests to be registered, except that if, in connection with any offering involving an underwriting of securities to be issued by the proposed date of filing of such registration statementCompany, any proposed means of distribution of such securities, any proposed the managing underwriter or underwriters of such securities and a good faith estimate by advises the Company that in its opinion the sum of the proposed maximum offering price number of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise shares the Company in writing (such written notice being a "Piggyintends to offer plus the number of shares the Sponsors and their co-back Notice") not later than 10 business days after investors intend to offer pursuant to their existing piggyback registration rights plus the number of shares the Company's delivery ’s management stockholders intend to such Stockholder of the Intended Offering Notice, if such stockholder desires offer pursuant to participate in such offering. The Piggy-back Notice shall set forth their existing piggyback registration rights and the number of Registrable Securities Shares exceeds the Maximum Offering Quantity, the Company shall not be required to include the shares held by the management stockholders and the Registrable Shares in such Stockholder desires to have included in the registration statement and offered Piggy Back Registration Statement to the public. Upon extent inclusion would cause the request of offering to exceed the Company, each Stockholder electing Maximum Offering Quantity; in which case the Registrable Shares and shares held by the management stockholders will be cut back pro rata to include Registrable Securities in reach the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an ElectionMaximum Offering Quantity.

Piggy Back Registration. (a) If If, at any time that a Stockholder Director Nominee serves as a member of the Board, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering of any securities of the Company on a form and in a manner that would permit the registration its Common Stock (i) for offer and sale under the Securities Act of Registrable Securities, its own account (other than a registration statement on Form S-8 or Form S-4S-4 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Registrable Securities other than the Stockholders, then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each the Stockholder then holding Registrable Securities at least 20 business days prior to Representative as soon as practicable (but in any event not less than ten (10) Business Days before the anticipated filing date) (the “Piggy-Back Notice”), and the Piggy-Back Notice will offer the Stockholders the opportunity, subject to the limitations provided in Section 3.2(b) and the restrictions on Transfer provided in Section 2.1, to register such number of shares of Registrable Securities as the Stockholder Representative may request on behalf of the Stockholders on the same terms and conditions as the registration of the Company’s or other holders’ Registrable Securities (a “Piggy-Back Registration”). The Stockholder Representative on behalf of each Stockholder shall have five (5) Business Days after the date of on which the Stockholder Representative received the Piggy-Back Notice to make a written request to the Company for common stock held by any such registration statement. Such Intended Offering Notice shall offer Stockholder to include be included in such registration statement for offer (a “Piggy-Back Request”). The Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Stockholders to the public extent required to permit the disposition of the Registrable Securities so to be registered; provided that (A) if such number registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to any Underwriters at the same price and subject to the same underwriting fees, discounts or commissions as apply to the Company or any other holder of Registrable Securities as each Stockholder may requestand (B) if, subject at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 3.2(a), the Company shall determine for any reason to not file a registration statement, the Company shall give written notice to the conditions set forth hereinStockholder Representative and, and thereupon, shall specify, be relieved of its obligation to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of register any Registrable Securities in connection with such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account or for the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, its respective security holders (other than a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission) or a Demand Registration pursuant to Section 10.1), then the Company shall give prompt written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least the Investor as soon as practicable (but in no event less than 20 business days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer Investor the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities Conversion Shares as each Stockholder Investor may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Conversion Shares intended to be registered, disposed of by Investor and the proposed date of filing of such registration statement, any proposed means intended method of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing thereof) (such written notice being a "Piggy-back NoticeBack Registration"). The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Conversion Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Conversion Shares in accordance with the intended method of distribution thereof. Except as set forth in Section 10.2(c), Investor shall have the right to withdraw its request for inclusion of its Conversion Shares in any registration statement pursuant to this Section 10.2 by giving written notice to the Company of its request to withdraw, provided, however, that in the event of -------- ------- such withdrawal, Investor shall be responsible for all fees and expenses (including fees and expenses of counsel) not later than 10 business days after the Company's delivery incurred by Investor prior to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate withdrawal except as set forth in such offeringSection 10.2(c). The Company may withdraw a Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered Back Registration at any time prior to the publictime it becomes effective. Upon No registration effected under this Section 10.2, and no failure to effect a registration under this Section 10.2, shall relieve the Company of its obligation to effect a registration upon the request of Investor pursuant to Section 10.1, and no failure to effect a registration under this Section 10.2 and to complete the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary sale of Conversion Shares in connection with registered secondary offerings or necessary or appropriate in connection with therewith shall relieve the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales Company of Registrable Securities unless such Participating Stockholder has made an Electionany other obligation under this Section 10.

Piggy Back Registration. (a) 2.2.1 If the Company at any time the Company intends (other than pursuant to file on its behalf Section 2.1 or on behalf of Section 2.3) proposes to register any of its securityholders a registration statement securities under the Securities Act in connection with a public offering for sale to the public, whether for its own account or for the account of any securities other stockholders of the Company or both (except with respect to (i) Registration Statements on Forms S-4, S-8 or any successor to such forms, or (ii) any Registration Statement including only securities issued pursuant to a form and dividend reinvestment plan), each such time the Company shall promptly give written notice to the holders of Registrable Securities of its intention to do so (the “Piggy-Back Notice”). Upon the written request of Holders of at least twenty percent (20%) of the Registrable Securities then outstanding, received by the Company within twenty (20) days after the delivery of such Piggy-Back Notice by the Company in a manner that would permit accordance with Section 3.6, to register any or all of the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention use its best efforts to each Stockholder then holding cause the Registrable Securities at least 20 business days prior as to the anticipated filing date of such which registration statement. Such Intended Offering Notice shall offer have been so requested to include be included in such registration statement for offer Registration Statement. If the Registration Statement relates to an underwritten public offering, the public such number Company shall so advise the holders of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class a part of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Back Notice") not later than 10 business days after the Company's delivery to . In such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Companyevent, each Stockholder electing Holder’s right to include Registrable Securities in such registration shall be conditioned upon its participation in such underwriting to the Registration Statement (a "Participating Stockholder") extent provided herein. The Holders, if participating in such distribution, shall enter into such underwriting, custody and other agreements as are an underwriting agreement in customary in connection with registered secondary offerings or necessary or appropriate in connection form with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in underwriter or underwriters selected for underwriting by the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an ElectionCompany.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a registration statement securities under the Securities Act in connection with a public offering of any securities and the registration form to be used may be used for registration of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give prompt written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least 20 business Sellers as soon as practicable (but in no event less than thirty (30) days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer Sellers the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as each Stockholder Sellers may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by Sellers and the proposed date of filing of such registration statement, any proposed means intended method of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing thereof) (such written notice being a "Piggy-back NoticeBack Registration") not later than 10 business days after ). The Company shall use its best efforts to cause the Company's delivery managing Underwriter or Underwriters of a proposed underwritten offering to such Stockholder permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Intended Offering Notice, if Company or any other security holder included therein and to permit the sale or other disposition of such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in accordance with the intended method of distribution thereof. Sellers shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement (a "Participating Stockholder") shall enter into pursuant to this Section 2.2 by giving written notice to the Company of their request to withdraw, provided that, except as otherwise set forth in Section 2.3(c), in the event of such underwritingwithdrawal, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder Sellers shall be entitled responsible for all fees and expenses (including fees and expenses of counsel) incurred by Sellers prior to be named as such withdrawal. The Company may withdraw a selling securityholder in Piggy-Back Registration at any time prior to the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiontime it becomes effective.

Piggy Back Registration. (a) If at any time following the consummation of an Initial Public Offering the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account and/or for the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act its security holders of Registrable Securities, any common stock (other than (i) a registration statement on Form S-4 (or F-4) or S-8 (or Form S-4any substitute form that may be adopted by the Commission) or (ii) a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders as soon as practicable (but in no event less than 15 days before the anticipated filing date), and such notice shall identify the anticipated filing date and offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof and shall be delivered to the Company at least 20 business two days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing date) (such written notice being a "Piggy-back NoticeBack Registration") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-back Notice shall set forth Back Registration to be included on the number same terms and conditions to permit the sale or other disposition of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection accordance with the offeringintended method of distribution thereof. No Participating Stockholder Any Holder shall be entitled have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that, in such event, the Company shall reimburse Holders requested to be named as a selling securityholder included in the such Piggy-Back Registration Statement or for all Registration Expenses (including reasonable counsel fees and expenses) incurred prior to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionwithdrawal.

Piggy Back Registration. (a) If If, at any time time, the Company intends proposes or is required to file on its behalf or on behalf of any of its securityholders a registration statement Registration Statement under the Securities Act with respect to an offering of securities of the Company of the same class as the Elan Controlled Securities (such securities “Similar Securities”), whether or not for sale for its own account (including a Shelf Registration Statement on Form S-3, but excluding a Registration Statement that is (i) solely in connection with a public offering of any securities of the Company on Special Registration or (ii) pursuant to a form and Demand Registration in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securitiesaccordance with Section 5.1, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice as promptly as practicable, but not later than fifteen (an "Intended Offering Notice"15) of such intention to each Stockholder then holding Registrable Securities at least 20 business calendar days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, to Subscriber of its intention to effect such registration statement, any proposed means of distribution of and shall include in such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by registration all Elan Controlled Securities with respect to which the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such has received written notice being a "Piggy-back Notice"from Subscriber for inclusion therein within ten (10) not later than 10 business calendar days after the date of the Company's delivery ’s notice (a “Piggyback Registration”). In the event that Subscriber makes such written request, Subscriber may withdraw its Elan Controlled Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Stockholder of the Intended Offering NoticePiggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 5.2(a), whether or not Subscriber has elected to include Elan Controlled Securities in such registration; provided, however, that, if such stockholder desires Subscriber has elected to participate include Elan Controlled Securities in such offeringregistration and the Company terminates or withdraws such Piggyback Registration after the date on which the applicable Registration Statement is declared effective, the Company shall reimburse Subscriber for all Selling Expenses paid by Subscriber in respect of Elan Controlled Securities included therein which are unsold on the date of such withdrawal or termination. The Piggy-back Notice No Piggyback Registration shall set forth count towards the number of Registrable Securities such Stockholder desires Demand Registrations to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder"which Subscriber is entitled under Section 5.1(b) shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an ElectionSection 5.1(c).

Piggy Back Registration. (a) 4.2.1. If at any time the Company intends proposes (including in connection with any Demand Request) to file on its behalf or on behalf of register any of its securityholders a registration statement Common Stock under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration Act, whether or not for offer and sale under the Securities Act of Registrable Securitiesfor its own account, other than a registration statement on Form S-8 or Form S-4it will, then the Company shall each such time, give prompt written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days 15 Business Days prior to the anticipated filing date of the registration statement to each Holder of Registrable Common Stock, which notice shall, subject to the provisions of Section 4.2.2, offer each such registration statement. Such Intended Offering Notice shall offer Holder the opportunity to include in such registration statement for offer to the public such number of shares of Registrable Securities Common Stock as each Stockholder such Holder may request, subject request (a “Piggy-Back Registration”). Subject to the conditions set forth hereinforegoing, upon the written request of any Holder made within 10 Business Days after the receipt of notice from the Company (which request will specify the number of shares of Registrable Common Stock intended to be disposed of by such Holder and shall specifythe intended method of disposition thereof), the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Common Stock which the Company has been so requested to register by such Holders to the extent then known, required to permit the number and class disposition of securities proposed the Registrable Common Stock so to be registered; provided, the proposed date of filing of however, that (A) if such registration statementinvolves an underwritten Public Offering, any proposed means of distribution of all such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed Holders requesting to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have be included in the Company’s registration must enter into an underwriting agreement in customary form and sell their Registrable Common Stock to the underwriters as contemplated by Section 4.5.6 on substantially the same terms and conditions as apply to the Company (and to the Demand Sellers, in the case of a Demand Registration) and (B) if, at any time after giving written notice of its intention to register any Common Stock pursuant to this Section 4.2.1 and prior to the effective date of the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary filed in connection with registered secondary offerings or necessary or appropriate such registration, the Company determines for any reason not to register such Common Stock, the Company will give written notice to all such Holders and, thereupon, will be relieved of its obligation to register any Registrable Common Stock in connection with the offering. No Participating Stockholder shall be entitled such registration (without prejudice, however, to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionrights under Section 4.1).

Piggy Back Registration. (a) If at any time on or after April 1, 2018, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement (other than any registration on Form X-0, X-0 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act in connection with covering a public offering of the Company’s common stock, including shares underlying the Warrants, it will notify the Shareholders at least ten (10) days prior to each such filing and will use its best efforts to include in such Registration Statement (to the extent permitted by applicable regulation), the Shares to the extent requested by the Shareholder within five (5) days after receipt of notice of such filing (which request shall specify the Shares intended to be sold or disposed of by the Shareholder and describe the nature of any proposed sale or other disposition thereof); provided, however, that if a greater number of shares of the Company’s common stock is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter (if any) of the proposed offering can be accommodated without adversely affecting the proposed offering, then the amount of Shares proposed to be offered by the Shareholders for registration, as well as the number of securities of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the registration statement with the SEC, except that each Shareholder shall pay all fees, disbursements and expenses of any counsel or expert retained by that Shareholder and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to his Shares included in the registration statement. Each Shareholder agrees to cooperate with the Company on a form in the preparation and filing of any registration statement, and in a manner the furnishing of information concerning that would permit Shareholder for inclusion therein, or in any efforts by the registration for offer and Company to establish that the proposed sale is exempt under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention as to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiondistribution.

Piggy Back Registration. (a) If at New Parent proposes to register any time the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement New Parent Common Stock under the Securities Act in connection with a public offering for its own account or for the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other Persons who are not Holders (other than a registration statement (a) on Form S-8 S-4 or Form S-4S-8, (b) on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (c) in which the only New Parent Common Stock being registered in New Parent Common Stock issuable upon conversion of debt securities that are also being registered) then the Company shall New Parent will give written notice thereof to the Holders (an "Intended Offering a “Piggy-Back Notice"”) of such intention to each Stockholder then holding Registrable Securities at least 20 business as soon as practicable (but in no event less than three calendar days prior to before the anticipated filing date or commencement date, as applicable) (a “Piggy-Back Transaction”). The Piggy-Back Notice will state the intended method of disposition of the securities in the Piggy-Back Transaction, and such registration statement. Such Intended Offering Notice shall notice will offer the Holders the opportunity to include sell in such registration statement for offer to the public Piggy-Back Transaction such number of shares of Registrable Securities as each Stockholder such Holder may request. Any Holder may elect to include its Registrable Securities in such Piggy-Back Transaction by delivering written notice of such election (such notice including the number of shares of Registrable Securities the Holder desires to include) within three calendar days of receipt of the Piggy-Back Notice. New Parent will use commercially reasonable efforts, subject to the last sentence of this Section 2.03, to cause the managing underwriter, if any, of such Piggy-Back Transaction to permit the Registrable Securities requested to be included therein to be included on the same terms and conditions set forth as apply to any other securityholders. Such Holders proposing to distribute their Registrable Securities through a Piggy-Back Transaction will enter into an underwriting agreement in customary form with the underwriters selected for such transaction by New Parent. Notwithstanding anything contained herein, if the managing underwriters of a Piggy-Back Transaction advise New Parent and shall specifythe Holders of the Registrable Securities included in such offering in writing that based on prevailing market precedent and public investor expectations the number of securities requested to be included in the Piggy-Back Transaction exceeds the number of securities that can be sold therein without materially and adversely affecting the marketability of the offering, then the amount of securities to be offered will be reduced to a number that, in the written opinion of such managing underwriters can be sold without having such a material and adverse effect, and the securities to be included in such Piggy-Back Transaction will be allocated, (a) first, to New Parent, (b) second, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires Holders that have requested to participate in such offering. The Piggy-back Notice shall set forth Back Transaction on a pro rata basis based on the number of Registrable Securities such Stockholder desires held by each Holder, and (c) third, if there remains availability for additional New Parent Common Stock to have be included in the registration statement and offered such Piggy-Back Transaction, to the public. Upon the request holders of any other securities eligible for inclusion in such Piggy-Back Transaction (it being understood there are no such eligible securities as of the Company, each Stockholder electing to include Registrable Securities date of this Agreement). The rights in the Registration Statement (a "Participating Stockholder") this Section 2.03 shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionexpire on [___]1.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement (a "Piggy-Back Registration") under the Securities Act in connection with a public respect to an offering or other sale of equity securities by the Company for its own account or for the account of any holders of any class of its equity securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, (other than (i) a Demand Registration, (ii) a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the Commission), or (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities the Holders as soon as practicable, in any event at least 20 business thirty (30) days prior to before the anticipated filing date of date, and such registration statement. Such Intended Offering Notice notice shall offer each Holder the opportunity to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder such Holder may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by such Holder and the proposed date intended method of filing distribution thereof). Such Holders shall have twenty (20) days after receipt of such registration statement, notice from the Company to make such request. All Holders requesting inclusion in the Piggy-Back Registration are referred to herein as "Piggy-Back Holders". Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate Piggy-Back Registration by giving written notice to the Company of its request to withdraw prior to the proposed maximum offering price of such securitiesdate on which the registration statement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise provided, that the Company in writing (such written notice being a "shall reimburse the Piggy-back Notice"Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) not later than 10 business days after incurred prior to such withdrawal. No Piggy-Back Registration shall relieve the Company of its obligation to effect any Demand Registration or a Shelf Registration, and no failure to effect a Piggy-Back Registration or complete the sale of securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement obligations under Sections 3.2 and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election4.1).

Piggy Back Registration. (a) If at any time on or after July 1, 2019, the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement (other than any registration on Form X-0, X-0 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act in connection with covering a public offering of the Company’s Common Stock, it will notify the Subscriber at least ten (10) days prior to each such filing and will use its best efforts to include in such Registration Statement (to the extent permitted by applicable regulation), the Common Stock purchased by the Subscriber to the extent requested by the Subscriber within five (5) days after receipt of notice of such filing (which request shall specify the Common Stock intended to be sold or disposed of by the Subscriber and describe the nature of any proposed sale or other disposition thereof); provided, however, that if a greater number of shares of the Company’s common stock is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter (if any) of the proposed offering can be accommodated without adversely affecting the proposed offering, then the amount of Common Stock proposed to be offered by the Subscriber for registration, as well as the number of securities of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the registration statement with the SEC, except that the Subscriber shall pay all fees, disbursements and expenses of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the Common Stock included in the registration statement. The Subscriber agrees to cooperate with the Company on a form in the preparation and filing of any registration statement, and in a manner the furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by the Company to establish that would permit the registration for offer and proposed sale is exempt under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention as to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electiondistribution.

Piggy Back Registration. (ai) If at any time within ninety (90) days of the date hereof (the “Piggy-Back Registration Period”), the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement Registration Statement under the Securities Act in connection with a public respect to an offering of any equity or debt securities, or securities by the Company for its own account or for holders of the Company on a form for their account (or by the Company and in a manner that would permit by holders of the registration for offer and sale under the Securities Act of Registrable SecuritiesCompany) (an “Offering”), other than a registration statement Registration Statement (i) on Form S-8 S-8, or any successor or similar form, (ii) for an exchange offer or offering of securities solely to the Company’s existing holders, (iii) for a dividend reinvestment plan or (iv) to register securities on a Form S-4, or on any successor or similar form, then the Company shall (x) give written notice (an "Intended Offering Notice") notice, either orally or in writing, of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior proposed filing to the anticipated filing date Holders of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for Registrable Securities, offer to the public Holders of Registrable Securities in such notice the opportunity to register for resale on a resale prospectus included in such Registration Statement such number of shares of Registrable Securities as such Holders may request orally or in writing (a “Holder’s Piggy-Back Request”). The Company shall cause that number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to in the extent then known, the number and class of securities proposed Holder’s Piggy-Back Request to be registeredincluded in such registration. The filing and effectiveness dates of the Registration Statement filed under this Section 2(a) shall be as set forth in the registration rights agreements, or other agreements, entered into in connection with an Offering, if any, otherwise the proposed filing date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate shall be the date determined by the Company of and the proposed maximum offering price of such securities, as such price is proposed to appear on effective date shall be the facing page of such registration statement. Each Stockholder shall advise date the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in Commission declares the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electioneffective.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Company of Common Stock for its behalf own account or on behalf for the account of any of its securityholders (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Common Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan, or (ii) a registration statement under the Securities Act filed in connection with a public offering an offer of any securities of solely to the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing at least 20 business five days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number Registration Statement after receipt of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-back NoticeBack Registration"). The Company shall use its reasonable best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act in the qualifying jurisdictions until at least the earlier of (A) not later than 10 business 60 days after the Company's delivery to such Stockholder effective date thereof or (B) the consummation of the Intended Offering Noticedistribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters, if any, of such stockholder desires proposed offering to participate permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such offeringRegistrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-back Notice Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall set forth the number give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities such Stockholder desires requested pursuant to have included in the registration statement this Section 2.2, and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales Holder of Registrable Securities unless shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Participating Stockholder has made an ElectionHolder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration pursuant to Section 2.1 or 2.3 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) If at any time the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-Piggy- back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election.

Piggy Back Registration. (a) If at any time the Company intends Purchaser proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Purchaser for its behalf own account or on behalf for the account of any of its securityholders respective security holders (other than (x) a registration statement under the Securities Act in connection with a Registration Statement on any form inappropriate for an underwritten public offering of any or related solely to securities to be issued in a merger, acquisition of the Company on a form and stock or assets of another entity or in a manner that would permit the registration for offer and sale under the Securities Act similar transaction, or (y) a Registration Statement pursuant to Clauses 1.1, 1.2(b) or 1.2(c) of Registrable Securities, other than a registration statement on Form S-8 or Form S-4this Schedule 6), then the Company Purchaser shall give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior proposed filing to the anticipated filing date of Holders as soon as practicable, and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as each Stockholder such Holder may request, subject request in writing within ten business days after receiving such notice (which request shall specify the number of shares intended to be disposed of by such Holder and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a “Piggy-Back Registration”). The Purchaser shall use reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Purchaser or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. The Purchaser may withdraw a Piggy-Back Registration at any time prior to the conditions set forth time it becomes effective. The Purchaser shall only be required to effect one Piggy-Back Registration pursuant to this Clause 1.2(h) and shall not be required to effect a Piggy-Back Registration with respect to any securities of a Holder that are eligible for sale pursuant to Rule 144 under the Securities Act. Notwithstanding anything contained herein, and shall specify, to if the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of any underwritten offering described in this Clause 1.2(h) have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Purchaser, Holders and any other persons holding securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, same class as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires Registrable Securities desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering. The Piggy-back Notice shall set forth , then, the Purchaser will include in such registration (A) first, all the shares the Purchaser offered for its own account, if any, (B) then, if additional shares may be included in such registration without adversely affecting the success of such offering, the shares offered by the holders of securities as a result of their exercise of “demand” registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without adversely affecting the success of such offering, the number of shares offered by the Holders, on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such Stockholder desires registration. If such reduction would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be entirely excluded from such offering. The Holders included in the registration statement any Piggy-Back Registration shall pay all expenses relating to shares sold by such Holders, including underwriters’ or brokers’ discounts and offered commissions, and federal and blue sky registration, filing and qualification fees, in each case to the public. Upon the request of the Company, each Stockholder electing extent relating to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionshares.

Piggy Back Registration. (a) If at any time the Company intends proposes to file on a Registration Statement under the Securities Act with respect to an offering by the Company for its behalf own account or on behalf for the account of any of its securityholders a registration statement under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or Form S-4F-4 or F-8) (or any substitute form that may be adopted by the SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Common Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan, or (ii) a registration statement filed in connection with an offer of securities solely to the Company's existing securityholders), then the Company shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least 20 business as soon as practicable (but in no event fewer than 15 days prior to before the anticipated filing date of or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 (or F-3) under the Securities Act), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company request in writing (within eight days after receipt of such written notice being from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-back NoticeBack Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act in the qualifying jurisdictions until at least the earlier of (A) not later than 10 business 60 days after the Company's delivery to such Stockholder effective date thereof or (B) the consummation of the Intended Offering Noticedistribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such stockholder desires proposed offering to participate permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such offeringRegistrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-back Notice Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall set forth the number give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities such Stockholder desires requested pursuant to have included in the registration statement this Section 2.2, and offered each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the publicsale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. Upon No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales Holders of Registrable Securities unless such Participating Stockholder has made an Electionpursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) If the Company shall at any time the Company intends propose to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act Act, other than pursuant to any Demand Registration, for an offering of Class A Common Shares (whether in connection with a public offering of Class A Common Shares by the Company, a public offering of Class A Common Shares by shareholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form F-4 or an offering on any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 or Form S-4form that does not permit secondary sales), then the Company shall give written notice (an "Intended Offering Notice") promptly notify the Controlling Shareholder of such intention to each Stockholder then holding Registrable Securities at least 20 business days proposal reasonably in advance of (and in any event not less than fourteen (14) Business Days prior to to) the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to (the public such number of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing (such written notice being a "“Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering”). The Piggy-back Notice shall set forth offer the Controlling Shareholder the opportunity to include for registration in such registration statement the number of Registrable Securities as it may request (a “Piggy-back Registration”). The Company shall include in each such Stockholder desires Piggy-back Registration such Registrable Securities for which the Company has received written request within ten (10) days after delivery to have included the Controlling Shareholder of the Piggy-back Notice (“Piggy-back Request”) for inclusion therein. If the Controlling Shareholder decides not to include all of its Registrable Securities in the any registration statement and offered to the public. Upon the request of thereafter filed by the Company, each Stockholder electing the Controlling Shareholder 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 Registration Statement (a "Participating Stockholder") shall enter into such underwritingCompany with respect to offerings of Class A Common Shares, custody all upon the terms and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionconditions set forth herein.

Piggy Back Registration. (a) If the Company at any time the Company intends proposes to file on its behalf or on behalf of register any of its securityholders a registration statement securities under the Securities Act in connection with a public offering for sale to the public, whether for its own account or for the account of any securities other shareholders of the Company or both (except with respect to (i) an Initial Public Offering, (ii) Registration Statements on Forms S-0, X-0 or any successor to such forms, (iii) any Registration Statement including only securities issued pursuant to a dividend reinvestment plan, (iv) a Registration Statement in which the only securities to be registered are securities issuable upon conversion of debt securities or other convertible securities which are also being registered or (v) another form and in a manner that would permit of Registration Statement not available for registering the registration Registrable Securities for offer and sale under to the Securities Act of Registrable Securitiespublic), other than a registration statement on Form S-8 or Form S-4, then each such time the Company shall promptly give written notice (an "Intended Offering Notice") to the Preferred Holders, the Note Holders and the Bond Warrant Holders of such its intention to each Stockholder then holding do so (each, a “Piggy-Back Notice”). Upon the written request of the Requisite Series C Holders, Requisite Note Holders and/or Requisite Bond Warrant Holders, received by the Company within twenty (20) days after the date of delivery of a Piggy-Back Notice, in accordance with Section 3.4, to register any or all of the Registrable Securities at least 20 business days prior held by the Series C Holders, Note Holders and/or Bond Warrant Holders as stated in such request, the Company shall use its best efforts to cause the anticipated filing date Registrable Securities as to which registration shall have been so requested to be included in such Registration Statement. If the Registration Statement relates to an underwritten public offering, the Company shall so advise the Preferred Holders, the Note Holders and Bond Warrant Holders as a part of a Piggy-Back Notice. In such registration statement. Such Intended Offering Notice shall offer event, the Preferred Holders’, Note Holders’ and Bond Warrant Holders’ right to include Registrable Securities in such registration statement for offer shall be conditioned upon its participation in such underwriting to the public extent provided herein. The Preferred Holders, the Note Holders and Bond Warrant Holders, if participating in such number of Registrable Securities as each Stockholder may requestdistribution, shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company (but if the Registration Statement was initiated by an Initiating Stockholder, such underwriter shall be selected by such Initiating Stockholder, subject to the conditions set forth hereinCompany’s approval, and not to be unreasonably withheld), the terms of which shall specify, be no less favorable to the extent then knownPreferred Holders, the number Note Holders and class the Bond Warrant Holders than the terms afforded therein to the Company, provided, however, that no Registering Stockholder shall be required to make any representations or warranties, or provide any indemnity, in connection with any such Registration other than representations and warranties (or indemnities with respect thereto) as to (A) such Registering Stockholder’s ownership of its securities proposed to be registeredtransferred pursuant to such underwriting agreement free and clear of all liens, claims and encumbrances, (B) such Registering Stockholder’s power and authority to effect the proposed date of filing sale of such registration statementsecurities pursuant to such underwriting agreement, any proposed means (C) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested by the representative of distribution of such securities, any proposed managing the underwriter or underwriters of and (D) such securities and a good faith estimate by matters relating to written information furnished to the Company of the proposed maximum offering price of by such securities, as such price is proposed to appear on the facing page of such registration statement. Each Registering Stockholder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included specifically for use in the registration statement and offered prospectus (and any related documents) to be used by the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary Company in connection with registered secondary offerings or necessary or appropriate in connection with such Registration; provided further, however, that the offering. No Participating obligation of such Registering Stockholder to indemnify any Person pursuant to any such underwriting agreement shall be entitled several, not joint and several, among the Registering Stockholders selling securities in such Registration, and the liability of each such Registering Stockholder will be in proportion thereto; and provided further, however, that such liability will be limited to be named as a selling securityholder in the Registration Statement or net amount (after giving effect to use underwriters discounts and commissions) received by such Registering Stockholder from the Prospectus forming a part thereof for sales sale of Registrable Securities unless its securities pursuant to such Participating Stockholder has made an ElectionRegistration.

Piggy Back Registration. (ai) If at (but without any time obligation to do so) the Company intends proposes to file on its behalf or on behalf of register (including for this purpose a registration effected by the Company for shareholders other than the Holder) any of its securityholders a registration statement stock or other securities under the Securities Act in connection with a the public offering of such securities on any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, (other than a registration statement on Form S-4 or S-8 or Form S-4, then any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company shall pursuant to any employee benefit plan, respectively) (a "Piggy-Back Registration"), it will promptly (and in any case at least 45 days before the initial filing with the SEC of such piggy-back registration statement (the "Piggy-Back Registration Statement")) give written notice (an "Intended Offering Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business days prior Holder, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the anticipated filing date of such registration statementCompany. Such Intended Offering Notice The notice shall offer to include in such registration statement for offer to filing the public such aggregate number of shares of Registrable Securities as each Stockholder the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 2, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder Holder shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 business within 20 days after the date of receipt of such offer from the Company's delivery to , setting forth the amount of such Stockholder of the Intended Offering Notice, if such stockholder desires to participate Registrable Securities for which registration is requested. The Company shall thereupon include in such offeringfiling the number or amount of Registrable Securities for which registration is so requested, subject to provisions of Section 2 below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act; provided, however, that the Company shall not be obligated to include any Registrable Securities in any such registration, qualification or compliance, pursuant to this Section 2 after the 144 Sale Date. (ii) The Company shall have the right to terminate or withdraw any Piggy-back Notice Back Registration initiated by it under this Section 2 prior to the effectiveness of such Piggy-Back Registration whether or not the Holder has elected to include securities in such Piggy-Back Registration. (iii) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company would be greater than the total number of securities which can be sold without having a material adverse effect on the distribution, marketability or offering price thereof, then, in the event that the Company initiated the Piggy-Back Registration, the Company shall set forth include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Holder, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register to be allocated among such selling security holders on a pro rata basis (based on the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request securities of the Company, Company held by each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionsecurity holder).

Piggy Back Registration. (a) If at any time the Company intends proposes to file on its behalf or on behalf of any of its securityholders a registration statement under the Securities Act in connection with a public respect to an offering by the Company for its own account or for the account of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, its respective security holders (other than a registration statement on Form S-4 or S-8 (or Form S-4any substitute form that may be adopted by the SEC)), then the Company shall give prompt written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding Registrable Securities at least the Holders as soon as practicable (but in no event less than 20 business days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer Holders the opportunity to include in such registration statement for offer to the public register such number of Registrable Securities as each Stockholder Holder may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, disposed of by such Holder and the proposed date of filing of such registration statement, any proposed means intended method of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing thereof) (such written notice being a "Piggy-back NoticeBack Registration") not later than ). Any Holder desiring to participate in a Piggy-Back Registration must furnish such request to the Company within 10 business days after receipt of the Company's delivery written notice of the proposed registration. The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Except as set forth in Section 5.2(c), each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 5.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. In the event of the Company's withdrawal, the Company shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by the Company prior to such Stockholder withdrawal, and the fees and expenses of one special counsel to the Intended Offering Notice, if such stockholder desires Holders. The Holders shall have the right to participate in such offering. The a Piggy-back Notice shall set forth Back Registration on no more than one occasion (excluding for such purpose an offering that is withdrawn by the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings Company or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Electionis otherwise not completed).

Piggy Back Registration. (a) If at any time the Company intends Holdings proposes to file on a Registration Statement under the Securities Act with respect to an offering by Holdings for its behalf own account or on behalf for the account of any of its securityholders respective security holders of any class of its common equity securities (other than (i) a registration statement under Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Securities Act SEC), (ii) a Registration Statement filed in connection with a public an exchange offer or offering of any securities of the Company on solely to Holdings' existing security holders or (iii) a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8 Demand Registration or Form S-4Shelf Registration), then the Company Holdings shall give written notice (an "Intended Offering Notice") of such intention proposed filing to each Stockholder then holding the Holders of Registrable Securities at least as soon as practicable (but in no event less than 20 business days prior to before the anticipated filing date of date), and such registration statement. Such Intended Offering Notice notice shall offer such Holders the opportunity to include in such registration statement for offer to the public register such number of shares of Registrable Securities as each Stockholder such Holder may request, subject to request (which request shall specify the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed Registrable Securities intended to be registered, the proposed date disposed of filing of by such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing Selling Holder) (such written notice being a "Piggy-back NoticeBack Registration") not later than 10 business days after ). Holdings shall use its best efforts to cause the Company's delivery managing Underwriter or Underwriters of such proposed underwritten offering to such Stockholder of pen-nit the Intended Offering Notice, if such stockholder desires Registrable Securities requested to participate be included in such offering. The a Piggy-back Notice Back Registration to be included on the same terms and conditions as any similar securities of Holdings or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof Any Selling Holder shall set forth have the number right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to Holdings of its request to withdraw. Holdings may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that Holdings shall give prompt notice thereof to participating Selling Holders. Holdings will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Stockholder desires Holder's Registrable Securities pursuant to have included in the a registration statement and offered effected pursuant to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a "Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offeringthis Section 2.2. No Participating Stockholder registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall be entitled relieve Holdings of its obligation to be named as effect a selling securityholder in the Registration Statement registration pursuant to Section 2.1 or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an ElectionSection 2.5.

Piggy Back Registration. (a) If at To the extent that Isonics files any time the Company intends to file on its behalf or on behalf of any of its securityholders a registration statement (each a "Piggyback Registration Statement") under the Securities Act in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than (not including a registration statement on Form S-8 X-0, X-0, X-00, or Form S-4other inappropriate form), EMG shall have the right ("Piggyback Right") to include the Registrable Securities in such Piggyback Registration Statement, subject to any requirements that may be imposed by any underwriter named in the Piggyback Registration Statement (which requirements may include, but are not limited to, a delay in the ability of the selling security holder to sell the Registrable Securities, a requirement that any sales be made through the underwriter, or a prohibition on any sales by the selling security holder pursuant to the registration statement in certain specified circumstances, in the underwriter's sole discretion). If Isonics proposes to file a Piggyback Registration Statement, then the Company it shall give EMG written notice of such proposed filing (an a "Intended Offering Registration Notice") of such intention to each Stockholder then holding Registrable Securities at least 20 business 21 days prior to before the anticipated filing date of such registration statementthe Piggyback Registration Statement. Such Intended Offering The Registration Notice shall offer EMG the opportunity to include all or part of the Registrable Shares in such registration statement for offer the Piggyback Registration Statement. In order to the public such number of Registrable Securities as each Stockholder may requestexercise its rights under this Section 2(a), subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed EMG must deliver a written request to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and included in a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed Piggyback Registration Statement ("Registration Request") to appear on the facing page of such registration statementIsonics within 10 days after receiving a Registration Notice. Each Stockholder shall advise the Company in writing Registration Request must specify (such written notice being a "Piggy-back Notice"a) not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included Securities, and (b) the intended method of disposing of the Registrable Securities. If Isonics timely receives a Registration Request, then Isonics shall include in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Piggyback Registration Statement (a "Participating Stockholder") shall enter into such underwritingand any related qualification or other compliance filing under applicable state securities laws), custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Participating Stockholder shall be entitled to be named as a selling securityholder any underwriting involved in the Registration Statement registration, all or to use any portion of the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an ElectionShares.