Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If In the event that Covisint at any time after the completion of the Initial Public Offering the Company IPO Date proposes to register any Company Securities Covisint Capital Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Covisint Capital Stock, “Other Securities”) under the Securities Act Act, either in connection with a primary offering for cash for the account of Covisint, a secondary offering or a combined primary and secondary offering (such registration of Other Securities, a “Registration”), (other than (i) a Shelf Registration (defined below)under Section 2.1(a) hereof, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration Registration pursuant to a Registration Statement on Form S-8, F-4 S-8 or S-4, or any successor Form S-4 or similar formsforms that relate to a transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to Ordinary Shares issuable upon exercise the selling holders or their plan of employee stock options or distribution, as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any employee benefit dividend reinvestment or similar plan plan, (v) for the sole purpose of the Company offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction, or (vi) a direct or indirect acquisition by Registration in which the Company only Covisint Capital Stock being registered is Covisint Capital Stock issuable upon conversion of another Person)debt securities which are also being registered) Covisint will each time it intends to effect such a registration, whether or not for sale for its own account, the Company shall each such time give prompt written notice (a “Covisint Notice”) to all Holders of Registrable Securities at least ten (10) Business Days business days prior to the anticipated initial filing date of the a registration statement relating with the Commission pertaining thereto, informing such Holders of its intent to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in file such registration statement and of the number Holders’ right to request the registration of the Registrable Securities of held by the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b)Holders. Upon the written request of the Holders made within seven (7) business days after any such Shareholder made within five (5) Business Days after the receipt of notice from the Company Covisint Notice is given (which request shall specify the number of Registrable Securities intended to be registered disposed of by such ShareholderHolder and the intended distribution thereof; provided, however, if (i) the Registrable Securities intended to be disposed of are shares of Covisint common stock and (ii) the applicable registration is intended to effect a primary offering of shares of Covisint common stock for cash for the account of Covisint, such request shall specify only the Registrable Securities intended to be disposed of by such Holder), the Company shall Covisint will use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company which Covisint has been so requested to register by all such Shareholders, the Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of Covisint, in accordance with Covisint’s intended method of distribution) of the Registrable Securities so requested to be registered, provided that (A) including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the registration statement filed by Covisint or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by Covisint, if required by the rules, regulations or instructions applicable to the registration form used by Covisint for such registration involves an underwritten Public Offeringstatement or by the Securities Act, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms any state securities or blue sky laws, or any rules and conditions as apply to the Companyregulations thereunder; provided, and (B) however, that if, at any time after giving written notice of its intention to register any Company Other Securities pursuant to this Section 2.02(a) and prior to the effective date Effective Date of the registration statement filed in connection with such registration, the Company Covisint shall determine for any reason not to register or to delay such securitiesregistration of the Other Securities, the Company Covisint shall give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Covisint shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses incurred in connection therewith or from Covisint’s obligations with each Piggyback Registrationrespect to any subsequent registration) and (ii) in the case of a determination to delay such registration, Covisint shall be permitted to delay registration of any Registrable Securities requested to be included in such registration statement for the same period as the delay in registering such Other Securities.

Piggyback Registration. (a) If For purposes of this Section 7, and without implication that the contrary would otherwise be true, the term "Company" shall include any successor to the Company, the term "Shares" shall include any securities of any such successor and the term "Executive Shares" shall include securities of any such successor issued in respect of Executive Shares. If, at any time after or times, the completion Company determines to file with the SEC a registration statement covering any Shares to be issued or sold by the Company or CHS, other than Shares or other securities of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than which are issuable in an offering (i) to directors and employees of the Company or its Subsidiaries pursuant to an employee stock option, bonus or other employee benefit plan, (ii) in connection with the acquisition of another company's business by the Company or any of its Subsidiaries (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction) or the formation of a Shelf Registration joint venture, (defined belowiii) pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders or is not available for registering the Shares held by the Holders for sale to the public if and to the extent that such inclusion would make use of such form unavailable, or (iv) pursuant to which any Person selling such Shares or other securities has the contractual right to exclude "piggyback" registrations as to all holders of Shares (a "Piggyback Event"), the Company shall (at least fifteen (15) days prior to the filing of such proposed registration statement) notify each Holder of Executive Shares in writing of the proposed registration statement, such notification to describe in detail the proposed registration (including those jurisdictions where registration is required under federal and/or state securities laws). If one or more of such Holders requests the Company in writing, within ten (10) days of the receipt of such notification from the Company, to include in such registration statement any of such Holder's Executive Shares, then, subject to the remaining provisions hereof, the Company will use reasonable efforts to include those Executive Shares in the registration statement and to have the registration statement declared effective. If CHS's Shares are included in such registration statement, each Holder of Executive Shares shall be entitled to include in such registration statement a whole number of Executive Shares up to the product of (i) the number of Executive Shares then owned by such Holder and (ii) a fraction, the numerator of which will is the number of Shares held by CHS which are included in the contemplated registration, and the denominator of which is the number of Shares then owned by CHS. Each such request by a Holder of Executive Shares shall specify the number of Shares intended to be offered and sold by each such Holder, shall express each such Holder's present intent to offer such Shares for distribution, shall (subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will 7(c)), if the Company or CHS has not arranged for a plan of distribution or other marketing arrangements for such distribution, describe the nature or method of the proposed offer and sale thereof and shall contain the undertaking of each such Holder to provide all such information and materials and take all such action as may be requested in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Company, at its sole option, may elect not to proceed with the registration statement which is the subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan such notice. The obligations of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), 7(a) are subject to the provisions of limitations, conditions and qualifications set forth in Section 2.02(b7(b). Upon the request If a Holder of Executive Securities decides not to include or is precluded from including) all of his Executive Shares in any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered registration statement thereafter filed by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) ifsuch Holder will nevertheless continue to have the right, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) 7, to include Executive Shares in future Piggyback Events, all upon the terms and prior subject to the effective date of the registration statement filed conditions as set forth in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationAgreement.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below)Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the CompanyCompany or the Requesting Shareholders, as applicable, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If Subject to applicable stock exchange rules and securities regulations, at least thirty (30) days prior to any time after the completion public offering of any of its capital stock of the Initial Public Offering Company for the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan account of the Company or in connection with any other Person (other than a direct Registration Statement on Form S-4 or indirect acquisition S-8 (or any successor forms under the Securities Act), relating solely to employee benefit plans or any transaction governed by Rule 145 of the Securities Act or Registration Statement filed pursuant to the Shelf Registration under Section 2.1 of this Agreement or any substantially comparable shelf registration right granted by the Company of another Person), whether or company to any shareholder not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior a party to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such ShareholderAgreement), the Company shall use all commercially reasonable efforts give written notice of such proposed filing and of the proposed date thereof to effect the holders and if, on or before the twentieth (20th) day (or such earlier day specified if registration under is for the Securities Act account of any other Person) following the date on which such notice is given, (i) a Registration Statement covering the sale of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that is not then effective and available for sales thereof by the holders and (Aii) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Company shall receive written requests from any holders of Registrable Securities to requesting that the underwriters selected as provided in Section 2.04(f) on Company include among the same terms and conditions as apply to the Company, and (B) if, at securities covered by such Registration Statement any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date or all of the registration statement filed in connection with Registrable Securities for offering, specifying the amount of Registrable Securities that such registrationholder intends to sell and such holder's intended method of distribution, the Company shall determine for any reason not to register include such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration Statement, if filed, so as to permit such Registrable Securities to be sold or disposed of in the manner and on the terms of the offering thereof set forth in such request. No Each such registration effected under this Section 2.02 shall relieve the Company of its obligations to effect hereinafter be called a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration."

Piggyback Registration. (a) If Subject to Section 4.6 hereof, if, at any time after while there still remain Registrable Securities, the completion of Company is no longer eligible to use or, notwithstanding its obligations under Section 4.1(a), otherwise the Initial Public Offering Registration Statement is not effective, the Company proposes to register any Company Securities file a new registration statement under the Securities Act with respect to an offering of Common Stock for (i) the Company’s own account (other than a registration statement on Form S-4 or S-8 (ior any substitute form that may be adopted by the Commission) or with respect to a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined belowCompany dividend reinvestment plan) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or the account of any successor or similar forms, relating to Ordinary Shares issuable upon exercise holder of employee stock options or in connection with any employee benefit or similar plan of Common Stock (other than the Company or in connection with a direct or indirect acquisition by the Company of another PersonHolders), whether or not for sale for its own account, then the Company shall each give written notice of such time give prompt notice at least proposed filing to the Holders as soon as reasonably practicable (but in no event less than twenty (20) Business Days before the anticipated filing date of such new registration statement). Upon a written request, given by Holders to the Company within ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request after delivery of any such Shareholder made within five (5) Business Days after notice by the receipt of notice from the Company Company, to include Registrable Securities in such Registration and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting (which request shall specify the number of Registrable Securities intended proposed to be registered by included in such Shareholdernew registration statement if such registration statement is not a “pay as you go” Automatic Shelf Registration Statement), the Company shall use shall, subject to Section 4.6 hereof, include all commercially reasonable efforts to effect the registration under the Securities Act of all such requested Registrable Securities that the Company has been so requested to register by all in such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such new registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) statement on the same terms and conditions as apply applicable to the Company’s or such holder’s Common Stock (a “Piggyback Registration”). Notwithstanding the foregoing, and (B) if, if at any time after giving written notice of its intention to register any Company Securities pursuant to this Section 2.02(a) such proposed filing and prior to the effective date of the such new registration statement filed in connection with such registrationstatement, the Company or such holders shall determine for any reason not to register such securitiesproceed with the proposed filing of the new registration statement, then the Company shall may, at its election, give written notice of such determination to all such Shareholders the Holders and, thereupon, shall will be relieved of its obligation to register Register any Registrable Securities in connection with such registration. No new registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationstatement.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities of its securities under the Securities Act (other than in connection with (i) a Shelf Registration (defined below)under Section 2.1, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a Demand Registration under Section 2.2, (iii) a registration, the primary purpose of which is to register debt securities (other than debt securities convertible, exchangeable or exercisable for Common Stock) or (iv) a registration statement on Form S-8, F-4 S-8 or S-4, S-4 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personform), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, the Company it shall each such time give prompt written notice (the “Piggyback Notice”) to all Holders of Registrable Shares of its intention to do so and of such Holders’ rights (if any) under this Section 2.4, which notice, in any event, shall be given at least ten (10) Business Days 15 days prior to the anticipated filing date of the such proposed registration statement relating to such registration to each Shareholder, (and which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder provide no additional information that would constitute material non-public information). Upon the opportunity to include in such registration statement the number written request of any Holder of Registrable Securities Shares receiving a Piggyback Notice of the same class such proposed registration (or series as those proposed to be registered as each Shareholder may request any Affiliate) that is a holder of Registrable Shares (a “Piggyback RegistrationRequesting Holder”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder ) made within five (5) Business Days 10 days after the receipt of notice from the Company (any such notice, which request shall specify the number type and amount of the Registrable Securities Shares intended to be registered disposed of by such Shareholder)Piggyback Requesting Holder, the Company shall use all commercially reasonable efforts shall, subject to Section 2.4(b) hereof, effect the registration under the Securities Act of all Registrable Securities Shares that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, Piggyback Requesting Holders thereof; provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.that,

Piggyback Registration. (a) If at At any time after following the completion third anniversary of the Initial Public Offering Closing (or, if earlier, the termination of the restrictions set forth in Section 6.01(a)(i)) and prior to the later of (x) the tenth anniversary of the Closing and (y) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 10%, if the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8X-0, F-4 or S-4, X-0 or any successor forms or similar forms, relating a registration pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition Rule 145 promulgated by the Company of another PersonSEC under the Securities Act), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholderthe Investor, which notice shall set forth such Shareholderthe Investor’s rights under this Section 2.02 5.02 and shall offer such Shareholder the Investor the opportunity to include in such registration statement the number of Registrable Securities of any member of the Investor Group of the same class or series as those proposed to be registered as each Shareholder the Investor may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b5.02(b). Upon the request of any such Shareholder the Investor made within five (5) 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholderany Registering Investor), the Company shall use all commercially reasonable efforts to effect effect, as soon as reasonably practicable, the registration under the Securities Act of all Registrable Securities of each Registering Investor that the Company has been so requested to register by all such Shareholders, the Investor to the extent required necessary to permit the disposition of the Registrable Securities so to be registered, ; provided that (Ai) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s registration Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f5.04(g)(i) on the same terms and conditions as apply to the Company, and (Bii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders the Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.035.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after Until the completion earlier of (i) the date as of which the Purchaser may sell all of the Initial Public Offering Registrable Securities owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser, (the "Registration Period"), if the Company proposes shall determine to register for sale for cash any Company Securities under of its Common Stock, for its own account or for the Securities Act account of others (a “Piggyback Registration"), other than (i) a Shelf Registration registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (defined below), which will be subject to the provisions extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of Section 2.03; provided that any Underwritten Takedown their Family Members (defined belowincluding a registration on Form S-8) will be subject to this Section 2.02, or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or S-4 in connection with a direct merger, acquisition, divestiture, reorganization or indirect acquisition by the Company of another Person), whether or not for sale for its own accountsimilar event, the Company shall each promptly give to the Purchasers written notice thereof (and in no event shall such time give prompt notice at least ten (10) Business Days be given less than 20 calendar days prior to the anticipated filing date of such registration statement), and shall, subject to Section 8(c), include as a Piggyback Registration all of the registration statement relating to Registrable Securities specified in a written request delivered by the Purchaser thereof within 10 calendar days after receipt of such registration to each Shareholderwritten notice from the Company. However, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in Company may, without the consent of the Purchasers, withdraw such registration statement prior to its becoming effective if the number of Registrable Securities of Company or such other stockholders have elected to abandon the same class or series as those proposal to register the securities proposed to be registered as each Shareholder may request thereby. For purposes of this Section 8, the term "Registrable Securities" means (a “Piggyback Registration”), subject x) the shares of Common Stock issued hereunder and the Warrant Shares and (y) any capital stock of the Company issued or issuable with respect to the provisions shares of Section 2.02(b). Upon the request Common Stock, Warrants or Warrant Shares, including, without limitation, as a result of any such Shareholder made within five stock split, stock dividend, recapitalization, exchange or similar event or otherwise, but excluding (5i) Business Days after the receipt of notice from the Company (which request shall specify the number of any Registrable Securities intended to that have been publicly sold or may be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the sold immediately without registration under the Securities Act either pursuant to Rule 144 of all the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration statement filed under the Securities Act, or (iii) any Registrable Securities that are at the Company has been so requested time subject to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, under the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationAct.

Piggyback Registration. (a) If Subject to Section 9, if at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities of its equity securities under the Act, either for its own account or for the account of others (unless already covered by Section 2 hereof) or pursuant to a request under Section 4 hereof, in connection with the public offering of such equity securities solely for cash, on a registration form that would also permit the registration of Registrable Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration statement on Form S-8, F-4 or S-4, S-8 or any successor form, or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or a registration in connection with any employee stock option, stock purchase or other benefit plan or similar plan for the purpose of offering such securities to another business entity or the Company or shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity), the Company shall, each such time, promptly give each Holder written notice of such proposal (a direct or indirect acquisition "Piggyback Registration Notice"). Within thirty (30) days after the Piggyback Registration Notice is given, the Holders shall give notice as to the number of shares of Registrable Securities, if any, which such Holders request be registered simultaneously with such registration by the Company of another Person("Piggyback Registration"), whether or not for sale for its own account, the . The Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity use its best efforts to include any Registrable Securities in such registration statement (or in a separate registration statement concurrently filed) which the number of Holders thereof request to be so included and to cause such registration statement to become effective with respect to such Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect in accordance with the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided procedures set forth in Section 2.04(f) on 5 hereof. Notwithstanding the same terms and conditions as apply to the Companyforegoing, and (B) if, if at any time after giving written notice of its intention to register any Company Securities pursuant to this Section 2.02(a) equity securities and prior to before the effective date effectiveness of the registration statement filed in connection with such registration, the Company shall determine determines for any reason either not to register effect such securitiesregistration or to delay such registration, the Company shall give may, at its election, by delivery of prior written notice to all such Shareholders andeach Holder, thereupon(i) in the case of a determination not to effect registration, shall be relieved relieve itself of its obligation to register any the Registrable Securities in connection with such registration or (ii) in the case of a determination to delay registration, delay the registration of such Registrable Securities for the same period as the delay in the registration of such other equity securities. No Each Holder requesting inclusion in a registration effected under pursuant to this Section 2.02 shall relieve 3 may, at any time before the effective date of the registration statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company (which notice shall be effective only upon receipt by the Company, notwithstanding the provisions of Section 18 hereof); provided, however, that if the Company, in consultation with its obligations financial and legal advisors, determines that such revocation would require a recirculation of the prospectus contained in the registration statement, then such Holder shall have no right to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationrevoke its request.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes or is required to register any Company Securities of its equity securities for its own account or for the account of any other stockholder under the Securities Act (other than pursuant to (i) a Shelf Registration Underwriting (defined below), which will shall be subject to the provisions of governed by Section 2.03; provided that any Underwritten Takedown (defined below2.1 hereof) will be subject to this Section 2.02, or (ii) a registration registrations on Form S-8, F-4 S-4 or S-4, Form S-8 or any similar successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personforms thereto), whether or not for sale for its own account, the Company shall each such time give prompt written notice of its intention to do so to the Holders, at least ten five (105) Business Days prior to the anticipated filing date of any Registration Statement under the Securities Act. Upon the written request of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request Holders (a “Piggyback RegistrationRequest”), subject to made within three (3) Business Days following the provisions of Section 2.02(b). Upon the request receipt of any such Shareholder made within five (5) Business Days after the receipt of written notice from the Company (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Shareholderthe Holders and the intended method of distribution thereof), the Company shall shall, subject to Section 2.2(c), 2.3 and 2.6 hereof, use all its commercially reasonable efforts to effect cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be registered under the Securities Act of all Registrable Securities with the securities that the Company has been so requested at the time proposes to register by all such Shareholders, to the extent required to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities so to be so registered, provided that (A) including, if such registration involves an underwritten Public Offeringnecessary, all such Shareholders requesting to be included in by filing with the Company’s registration must sell their Registrable Securities SEC a post-effective amendment or a supplement to the underwriters selected as provided in Section 2.04(f) Registration Statement filed by the Company or the Prospectus related thereto. There is no limitation on the same terms and conditions as apply number of such piggyback registrations pursuant to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, preceding sentence which the Company shall determine for any reason not is obligated to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationeffect. No registration of Registrable Securities effected under this Section 2.02 2.2(a) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Registrations under Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration2.1 hereof.

Piggyback Registration. (ai) If If, after the date hereof, the Company at any time after the completion of the Initial Public Offering the Company proposes to register file a registration statement on Form F-1, F-3 or otherwise, with respect to any offering of its equity securities for its own account (a "Company Securities under Registration Statement"), or for the Securities Act account of any other Persons (any such Person, a "Third Party" and any such registration statement, a "Third-Party Registration Statement") (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (iiA) a registration under Section 2(a), (B) a registration statement on Form S-8, F-4 or S-4S-8 (or such other similar successor forms then in effect under the Securities Act), or any successor or similar forms, (C) a registration of securities solely relating to Ordinary Shares issuable upon exercise of employee stock options an offering and sale to employees, directors or in connection with any employee benefit or similar plan consultants of the Company or in connection with its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (D) a direct or indirect acquisition registration not otherwise covered by clause (B) above pursuant to which the Company is offering to exchange its own securities for other securities, (E) a registration statement relating solely to dividend reinvestment or similar plans or (F) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of another Persondebt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such notes and sell the Common Shares into which such notes may be converted or exchanged), whether or not for sale for its own accountthen, as soon as practicable (but in no event less than 10 days prior to the proposed date of filing of such registration statement), the Company shall give written notice of such proposed filing to each Holder, and such time give prompt notice at least shall offer each Holder the opportunity to register under such registration statement such number of Registrable Securities as such Holder may request in writing delivered to the Company within ten (10) Business Days prior to days of delivery of such written notice by the anticipated filing date of the registration statement relating Company to such registration Holder. Subject to each ShareholderSections 2(b), which notice (c) and (d), the Company shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any all such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so are requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting Holders to be included therein in compliance with the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(fimmediately foregoing sentence (a "Piggyback Registration") on the same terms and conditions as apply to the Company; provided, and (B) if, that if at any time after giving written notice of its intention to register any Company Securities pursuant to this Section 2.02(a) equity securities and prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration, the Company shall determine for any reason not to register or to delay registration of the equity securities covered by such securitiesPiggyback Registration, the Company shall give written notice of such determination to all each Holder that had requested to register its, his or her Registrable Securities in such Shareholders registration statement and, thereupon, (1) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each therewith, to the extent payable) and (2) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such registration statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering, subject to the conditions of Sections 2(b) and (c). If the offering pursuant to such registration statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Sections 2(b) and (c). If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included, then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (allocated pro rata among the Holders and any other Persons that have requested to participate in such Registration Statement based on the relative number of such registrable securities then held by each such Holder and such other Persons). 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 registration statement; provided, however, that except as set forth above, if a Holder voluntarily withdraws all of its Registrable Securities from a Piggyback Registration, the Company shall not be liable for any Registration Expenses incurred by such Holder and such Holder shall promptly reimburse the Company for any such amounts received from the Company.

Piggyback Registration. (a) If at any time after the completion of the Initial First Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below)Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f2.05(f) on the same terms and conditions as apply to the CompanyCompany or the Requesting Shareholders, as applicable, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If If, at any time after following the completion six-month anniversary of the Initial Public Offering Effective Date, the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 S-8 or S-4, Form S-4 or any similar or successor or similar formsform under the Securities Act, relating to Ordinary Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)) other than in connection with a rights offering, whether or not for sale for its own account, the Company shall each such time give prompt notice (via facsimile or electronic transmission) at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each ShareholderStockholder Group, which notice shall set forth such ShareholderStockholder Group’s rights under this Section 2.02 2.03 and shall offer such Shareholder Stockholder Group the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder such Stockholder Group may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b2.03(b). Upon the request of any such Shareholder Stockholder Group made within five ten (510) Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such ShareholderStockholder Group), the Company shall use all its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholder Groups, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, registered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (Ai) if such registration involves an underwritten a Public Offering, all such Shareholders Registering Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f2.05(f) on the same terms and conditions as apply to the CompanyCompany (or, if the Company is not offering any Company Securities, the Persons on whose behalf the registration was initially undertaken) and (Bii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a2.03(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 2.03 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.032.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time or times after the completion of the Initial Public Offering date hereof while any Registrable Securities are outstanding the Company proposes to register any Company Securities under the Securities Act any shares of Common Stock (other than (i) a Shelf Registration (defined below)registration on Form S-8 or any successor form or in connection with any employee or director welfare, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02benefit or compensation plan, or (ii) a registration on Form S-8, F-4 or S-4, S-4 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options form or in connection with any employee benefit an exchange offer, (iii) a registration in connection with a securities or similar plan rights offering exclusively to the Company's security holders, (iv) a registration in connection with an offering solely to employees of the Company or in connection with its affiliates, (v) a direct registration relating to a transaction pursuant to Rule 145 or indirect acquisition by any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), then the Company will give written notice of another Person), whether or not for sale for its own account, such proposed registration to the Company shall each such time give prompt notice Holders at least twenty (20) days before the filing of any Registration Statement with respect thereto. If within ten (10) Business Days prior to days after such notice is given, the anticipated filing date Company receives a written request from any Holder for the inclusion in such Registration Statement of some or all of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any held by such Shareholder made within five (5) Business Days after the receipt of notice from the Company Holder (which request shall will specify the number of Registrable Securities intended to be registered disposed of by such ShareholderHolder and the intended method of distribution therefore), the Company shall use all commercially reasonable efforts will (subject to effect the registration under the Securities Act provisions of all paragraphs (b) and (c) of this Section 2) include such Registrable Securities in such Registration Statement. The Company may withdraw a Registration Statement filed under this Section 2 at any time prior to the time it becomes effective, provided that the Company has been so requested to register by all will give prompt notice of such Shareholders, withdrawal to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting Holders which requested to be included in such Registration Statement. Each Holder shall have the Company’s registration must sell their right to request inclusion of such Holder's Registrable Securities in up to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities three Registration Statements pursuant to this Section 2.02(a) and prior to the effective date 2(a). The rights of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected Holders under this Section 2.02 shall relieve 2(a) will terminate on the Company of its obligations date on which the third Registration Statement to effect a Demand Registration to which such rights apply is declared effective by the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationCommission.

Piggyback Registration. If the Company shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (a) If at other than the any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (Buyers), other than (i) a Shelf Registration registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (defined below), which will be subject to the provisions extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of Section 2.03; provided that any Underwritten Takedown their family members (defined belowincluding a registration on Form S-8) will be subject to this Section 2.02, or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or S-4 in connection with a direct merger, acquisition, divestiture, reorganization or indirect acquisition by the Company of another Person), whether or not for sale for its own accountsimilar event, the Company shall promptly give to each of the Buyers written notice thereof (and in no event shall such time give prompt notice at least ten (10) Business Days be given less than 20 calendar days prior to the anticipated filing date of such registration statement), and shall include as a piggyback registration (the “Piggyback Registration”) all of the registration statement relating Bridge Shares and Bridge Warrant Shares (together, the “Shares”) specified in a written request delivered by each of the Buyers to the Company within 10 calendar days after receipt of such registration to each Shareholderwritten notice from the Company. However, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in Company may, without the consent of the Buyers, withdraw such registration statement prior to its becoming effective if the number of Registrable Securities of Company or such other stockholders have elected to abandon the same class or series as those proposal to register the securities proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to thereby. In the provisions of Section 2.02(b). Upon event that the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify SEC limits the number of Registrable Securities intended to shares of Common Stock that may be registered by sold in such Shareholder)registration statement, the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of may scale back from the registration statement filed in connection with such registration, the Company shall determine for any reason not to register number of Shares on a pro-rata basis. In such securitiesevent, the Company shall give the Buyers prompt notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company number of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationShares excluded therein.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes or is required to register any Company Securities of its equity securities for its own account or for the account of any other stockholder under the Securities Act (other than pursuant to (i) a Shelf Registration Underwriting (defined below), which will shall be subject to the provisions of governed by Section 2.03; provided that any Underwritten Takedown (defined below2.1 hereof) will be subject to this Section 2.02, or and (ii) a registration registrations on Form S-8, F-4 S-4 or S-4, Form S-8 or any similar successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personforms thereto), whether or not for sale for its own account, the Company shall each such time give prompt written notice of its intention to do so to the Holders, at least ten five (105) Business Days prior to the anticipated filing date of any Registration Statement under the Securities Act. Upon the written request of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request Holders (a “Piggyback RegistrationRequest”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after days following the receipt of any such written notice from the Company (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Shareholderthe Holders and the intended method of distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use all commercially its reasonable best efforts to effect cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be registered under the Securities Act of all Registrable Securities that with the securities which the Company has been so requested at the time proposes to register by all such Shareholders, to the extent required to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities so to be so registered, provided that (A) including, if such registration involves an underwritten Public Offeringnecessary, all such Shareholders requesting to be included in by filing with the Company’s registration must sell their Registrable Securities SEC a post-effective amendment or a supplement to the underwriters selected as provided in Section 2.04(f) Registration Statement filed by the Company or the Prospectus related thereto. There is no limitation on the same terms and conditions as apply number of such piggyback registrations pursuant to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, preceding sentence which the Company shall determine for any reason not is obligated to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationeffect. No registration of Registrable Securities effected under this Section 2.02 2.2(a) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Registrations under Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration2.1 hereof.

Piggyback Registration. (a) If at 3.1 At any time after from the completion date of the Initial Public Offering closing of the transactions contemplated by the Stock Purchase Agreement, each time the Company proposes shall determine to register any Company Securities proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities by it or any of its security holders (other than (i) a Shelf Registration (defined belowregistration statement on Form X-0, Xxxx X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of Registrable Securities. Upon the written request of a record holder of any Registrable Securities given within 30 days after the date of any such notice from the Company, the Company will, except as herein provided, cause all Registrable Securities the registration of which will is requested to be subject included in such registration statement, all to the provisions extent requisite to permit the sale or other disposition by the prospective seller or sellers of Section 2.03the Registrable Securities to be so registered; provided provided, however, that nothing herein shall prevent the Company from, at any Underwritten Takedown (defined below) will be subject time, abandoning or delaying any registration; and provided, further, that if the Company determines not to this Section 2.02, or (ii) proceed with a registration on Form S-8after the registration statement has been filed with the Commission, F-4 or S-4, or any successor or similar forms, relating and the Company's decision not to Ordinary Shares issuable proceed is primarily based upon exercise of employee stock options or in connection with any employee benefit or similar plan the anticipated Public Offering price of the Company or in connection with a direct or indirect acquisition securities to be sold by the Company of another Person), whether or not for sale for its own accountCompany, the Company shall each such time give prompt notice at least ten (10) Business Days prior promptly complete the registration for the benefit of those selling security holders who wish to the anticipated filing date proceed with a Public Offering of their Registrable Securities and who agree to bear all of the registration statement relating to Registration Expenses incurred by the Company as the result of such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested decided not to register by all such Shareholdersproceed. Notwithstanding the foregoing, to in the extent required to permit discretion of the disposition holders of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to (provided that such holders are the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, record holders of at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date least 51% of the Registrable Securities), such registration statement filed in connection with such registration, may count as a demand registration under Section 2.1 (if it otherwise meets the requirements of Section 2.1) for which the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall will pay all Registration Expenses in connection with each Piggyback RegistrationExpenses.

Piggyback Registration. If (abut without any obligation to do so) If at any time after the completion of the Initial Public Offering the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Series A Investors or Lathi) any Company Securities of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, F-4 stock purchase or S-4other stock-based compensation arrangements to the extent includable on Form S-8 (or similar or successor form), or any successor a registration relating solely to an transaction under Rule 145 of Securities Act on Form S-4 (or similar forms, relating to Ordinary Shares or successor form) or a registration in which the only Common Stock being registered is Common Stock issuable upon exercise conversion of employee stock options debt securities which are also being registered) (each such registration not withdrawn or in connection with any employee benefit or similar plan of abandoned prior to the Company or in connection with effective date thereof being herein called a direct or indirect acquisition by the Company of another Person“Piggyback Registration”), whether or not for sale for its own account, the Company shall shall, at such time, promptly give each Holder written notice of such time give prompt notice at least ten registration not later than thirty (1030) Business Days days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”). Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 19, the Company shall, subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)8, the Company shall use all commercially reasonable efforts to effect the registration cause to be registered under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so that each such Holder has requested to be registered. The Company shall have no obligation under this Section 3 to make any offering of its securities, provided or to complete an offering of its securities that (A) if such registration involves an underwritten Public Offering, it proposes to make. Any selling Holder shall be permitted to withdraw all such Shareholders requesting to be included in the Company’s registration must sell their or any part of its Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, from any Piggyback Registration at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If Subject to Section 15.3(e), if the Partnership at any time after the completion of the Initial Public Offering the Company proposes to register file a Registration Statement with respect to any Company Securities under offering of its equity securities for its own account or for the Securities Act account of any other Persons (other than (i) a Shelf Registration under Section 15.1 or 15.2, it being understood that this clause (defined below)i) does not limit the rights of Holders to make written requests pursuant to Section 15.1 or 15.2 or otherwise limit the applicability thereof, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration Registration Statement on Form S-8S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), F-4 (iii) a registration of securities solely relating to an offering and sale to employees, directors or S-4consultants of the Partnership or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Partnership is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans, (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Partnership or any of its Subsidiaries that are convertible or exchangeable for shares of Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan provisions) of the Company Securities Act may resell such notes and sell the share of Common Stock into which such notes may be converted or exchanged or (vii) an Initial Public Offering other than an Initial Public Offering in connection with which the Sponsor Group sells Common Stock) (a direct or indirect acquisition by the Company of another Person“Partnership Public Sale”), whether or not for sale for its own accountthen, the Company shall each such time give prompt notice at least ten (10A) Business Days as soon as practicable (but in no event less than 30 days prior to the anticipated filing proposed date of filing of such Registration Statement), the registration statement relating Partnership shall give written notice of such proposed filing to the Sponsor Group, and such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder each member of the Sponsor Group the opportunity to include in Register under such registration statement the Registration Statement such number of Registrable Securities as such Limited Partner may request in writing delivered to the Partnership within 10 days of delivery of such written notice by the Partnership, and (B) subject to Section 15.3(b), as soon as practicable after the Sponsor Group is provided such notice (but in no event less than 30 days prior to the proposed date of filing of such Registration Statement), the Partnership shall give written notice of such proposed filing to the Holders (other than the Sponsor Group), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within 10 days of delivery of such written notice by the Partnership; provided that the Partnership shall not include in such Registration Statement Registrable Securities of any Holder (other than a member of the same class or series as those proposed Sponsor Group) in an amount in excess of such Holder’s Pro Rata Registration Percentage. Subject to Sections 15.3(b) and 15.3(c), the Partnership shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be registered as each Shareholder may request included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, ; provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving written notice of its intention to register Register any Company Securities pursuant to this Section 2.02(a) equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, the Company Partnership shall determine for any reason not to register Register or to delay Registration of the equity securities covered by such securitiesPiggyback Registration, the Company Partnership shall give written notice of such determination to all each Holder that had requested to Register its, his or her Registrable Securities in such Shareholders Registration Statement and, thereupon, (1) in the case of a determination not to Register, shall be relieved of its obligation to register Register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve Registration (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each therewith), without prejudice, however, to the rights of the KKR Group to request that such Registration be effected as a Demand Registration under Section 15.1 (which Registration, for the avoidance of doubt, would then be treated as a Demand Registration for purposes of this Section 15.3), and (2) in the case of a determination to delay Registering, in the absence of a request by the KKR Group to request that such Registration be effected as a Demand Registration under Section 15.1, shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Partnership shall so advise the Holders as a part of the written notice given pursuant this Section 15.3(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 15.3(a) must, and the Partnership shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Sections 15.3(b) and 15.3(c). If the offering pursuant to such Registration Statement is to be on any other basis, the Partnership shall so advise the Holders as part of the written notice given pursuant to this Section 15.3(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 15.3(a) must, and the Partnership shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Sections 15.3(b) and 15.3(c). 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 Registration Statement.

Piggyback Registration. (a) If at any Each time after the completion of the Initial Public Offering the Company proposes shall determine to register any Company Securities file a registration statement under the Securities 1933 Act (other than (i) a Shelf Registration (defined below)pursuant to Section 6.2 hereof and other than on Form X-0, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, X-0 or (ii) a registration statement on Form S-8, F-4 or S-4, S-l (or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of form) covering solely any employee stock options or benefit plan) in connection with the proposed offer and sale for money of any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale its securities either for its own accountaccount or on behalf of any other security holder, the Company shall each agrees to give promptly written notice of its determination to all Holders of Registrable Securities. Upon the written request of a Holder of any shares of Registrable Securities given within twenty (20) days after the receipt of such time give prompt written notice at least ten (10) Business Days prior from the Company, the Company agrees to cause all such Registrable Securities, the anticipated filing date Holders of the which have so requested registration statement relating hereof, to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include be included in such registration statement the number of Registrable Securities of the same class or series as those proposed and to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable its best efforts to effect the cause such registration statement to become effective under the Securities Act of 1933 Act, all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so to be so registered. In the event that the proposed registration by the Company is, provided that (A) if such registration involves in whole or in part, an underwritten Public Offeringpublic offering of securities of the Company, all any request pursuant to this Section 6.3(a) to register Registrable Securities may specify that such Shareholders requesting securities are to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(funderwriting (i) on the same terms and conditions as apply to the Companyshares of Common Stock, and (B) ifif any, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with otherwise being sold through underwriters, under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar circumstances in the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved event that no shares of its obligation to register any Common Stock other than Registrable Securities are being sold through underwriters in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If For purposes of this Section 7, and without implication that the contrary would otherwise be true, the term "Company" shall include any successor to the Company, the term "Shares" shall include any securities of any such successor and the term "Executive Shares" shall include securities of any such successor issued in respect of Executive Shares. If, at any time after or times, the completion Company determines to file with the SEC a registration statement covering any Shares to be issued or sold by the Company or CHS, other than Shares or other securities of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than which are issuable in an offering (i) to directors and employees of the Company or its Subsidiaries pursuant to an employee stock option, bonus or other employee benefit plan, (ii) in connection with the acquisition of another company's business by the Company or any of its Subsidiaries (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction) or the formation of a Shelf Registration joint venture, (defined belowiii) pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders or is not available for registering the Shares held by the Holders for sale to the public if and to the extent that such inclusion would make use of such form unavailable, or (iv) pursuant to which any Person selling such Shares or other securities has the contractual right to exclude "piggyback" registrations as to all holders of Shares (a "Piggyback Event"), the Company shall (at least fifteen (15) days prior to the filing of such proposed registration statement) notify each Holder of Executive Shares in writing of the proposed registration statement, such notification to describe in detail the proposed registration (including those jurisdictions where registration is required under federal and/or state securities laws). If one or more of such Holders requests the Company in writing, within ten (10) days of the receipt of such notification from the Company, to include in such registration statement any of such Holder's Executive Shares, then, subject to the remaining provisions hereof, the Company will use reasonable efforts to include those Executive Shares in the registration statement and to have the registration statement declared effective. If CHS's Shares are included in such registration statement, each Holder of Executive Shares shall be entitled to include in such registration statement a whole number of Executive Shares up to the product of (i) the number of Executive Shares then owned by such Holder and (ii) a fraction, the numerator of which will is the number of Shares held by CHS which are included in the contemplated registration, and the denominator of which is the number of Shares then owned by CHS. Each such request by a Holder of Executive Shares shall specify the number of Shares intended to be offered and sold by each such Holder, shall express each such Holder's present intent to offer such Shares for distribution, shall (subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will 7(c)), if the Company or CHS has not arranged for a plan of distribution or other marketing arrangements for such distribution, describe the nature or method of the proposed offer and sale thereof and shall contain the undertaking of each such Holder to provide all such information and materials and take all such action as may be requested in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Company, at its sole option, may elect not to proceed with the registration statement which is the subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan such notice. The obligations of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), 7(a) are subject to the provisions of limitations, conditions and qualifications set forth in Section 2.02(b7(b). Upon the request If a Holder of Executive Securities decides not to include (or is precluded from including) all of his or her Executive Shares in any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered registration statement thereafter filed by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) ifsuch Holder will nevertheless continue to have the right, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) 7, to include Executive Shares in future Piggyback Events, all upon the terms and prior subject to the effective date of the registration statement filed conditions as set forth in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationAgreement.

Piggyback Registration. (a) If at following the Required Registration Date, CS&L proposes file a Registration Statement pursuant to such Registration Statement with respect to any time after offering of Equity Securities for its own account and/or for the completion account of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act Person (other than (i) a Shelf Registration (defined below)registration under Section 3.01, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration pursuant to a Registration Statement on Form S-8, F-4 S-8 or S-4, or any successor on Form S-4 or similar formsform that relates to a transaction subject to Rule 145 under the Securities Act, relating to Ordinary Shares issuable upon exercise of employee stock options or (iii) in connection with any employee benefit dividend reinvestment or similar plan plan, (iv) for the sole purpose of the Company offering Equity Securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a direct or indirect acquisition by registration in which the Company only Common Stock being registered is Common Stock issuable upon conversion of another Persondebt securities that are also being registered) (each, a “CS&L Public Sale”), whether or then, as soon as practicable but in any event not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days less than 15 days prior to the anticipated filing date of the registration statement relating to Registration Statement, CS&L shall give written notice of such registration proposed filing to each ShareholderStockholder Party, which notice shall set forth such ShareholderStockholder Party’s rights under this Section 2.02 3.02 and shall offer such Shareholder Stockholder Party the opportunity to include in the offering subject to such registration statement Registration Statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder such Stockholder Party may request in writing (a “Piggyback Registration”), subject to the provisions of Section 2.02(b3.02(b). Upon CS&L shall use its reasonable best efforts to include in the request of any offering subject to such Shareholder made Registration Statement with respect to a CS&L Public Sale all Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by any such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, notice; provided that (Ai) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s registration Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f3.04(f)(i) on the same terms and conditions as apply to the CompanyCS&L, and (Bii) if, at any time after giving notice of its intention to register any Company Equity Securities pursuant to this Section 2.02(a3.02(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company CS&L shall determine for any reason not to register such securities, the Company CS&L shall give notice to all such Shareholders Registering Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering Whenever the Company proposes to register the offer and sale of any Company Securities shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Shelf Registration Statement on Form S-8 (defined belowor other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), which will be (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the provisions of Section 2.03; provided that Securities Act or any Underwritten Takedown (defined below) will be subject to this Section 2.02successor rule thereto), or (iiiii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit dividend or distribution reinvestment or similar plan plan), whether for its own account or for the account of one or more shareholders of the Company or in connection with and the form of Registration Statement (a direct or indirect acquisition by the Company of another Person), whether or not "Piggyback Registration Statement") to be used may be used for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the any registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “"Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder"), the Company shall use all commercially reasonable efforts give prompt written notice (in any event no later than 20 calendar days prior to the filing of such Registration Statement) to the Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the Investor within 10 calendar days after the Company's notice has been given to the Investor. In the event the Company also receives written requests for inclusion of registrable securities in such Registration Statement pursuant to the terms of one or more registration rights agreements that pre-date this Agreement between the Company and certain stockholders party thereto (each, a “Preferred Agreement”), then the Company shall include in such Registration Statement a number of shares sufficient to satisfy the requests for inclusion made pursuant to both this Agreement and any Preferred Agreement. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which the Investor has registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of all Registrable Securities that or any successor rule thereto (a "Piggyback Shelf Registration Statement"), the Company has been so requested to register by all such ShareholdersInvestor shall have the right, but not the obligation, to the extent required be notified of and to permit the disposition of the Registrable Securities so to be registered, provided that (A) if participate in any offering under such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Piggyback Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Statement (a "Piggyback RegistrationShelf Takedown").

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company Whenever Borrower proposes to register the offer and sale of any Company Securities shares of its common stock under the Securities Act (other than a registration (i) pursuant to a Shelf Registration Statement on Form S-8 (defined belowor other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), which will be (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the provisions of Section 2.03; provided that Securities Act or any Underwritten Takedown (defined below) will be subject to this Section 2.02successor rule thereto), or (iiiii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit dividend or distribution reinvestment or similar plan plan), whether for its own account or for the account of one or more stockholders of the Company or in connection with and the form of Registration Statement (a direct or indirect acquisition by the Company of another Person), whether or not “Piggyback Registration Statement”) to be used may be used for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the any registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), Borrower shall give prompt written notice (in any event no later than thirty (30) days prior to the filing of such Registration Statement) to Lender of its intention to effect such a registration and, subject to Sections 7.29 (b) and (c), shall include in such registration all Registrable Securities of Lender. If any Piggyback Registration Statement pursuant to which Lender has registered the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number offer and sale of Registrable Securities intended is a Registration Statement on Form S-3 or the then appropriate form for an offering to be registered by such Shareholder), the Company shall use all commercially reasonable efforts made on a delayed or continuous basis pursuant to effect the registration Rule 415 under the Securities Act of all Registrable Securities that or any successor rule thereto (a “Piggyback Shelf Registration Statement”), Lender shall have the Company has been so requested to register by all such Shareholdersright, but not the obligation, to the extent required be notified of and to permit the disposition of the Registrable Securities so to be registered, provided that (A) if participate in any offering under such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Piggyback Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Statement (a “Piggyback RegistrationShelf Takedown”).

Piggyback Registration. (a) If The Company shall give Snöbar Shareholders and Other Persons at any time after the completion least 10 days' prior written notice of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition each filing by the Company of another Person), whether a registration statement (other than a registration statement on Form S-4 or not Form S-8 or on any successor forms thereto) with the Securities and Exchange Commission (the "Commission") pursuant to which the Company is registering shares of its Common Stock for sale by itself or others for its own accountcash proceeds. If requested by Snöbar Shareholders and/or Other Persons in writing within 20 days after receipt of any such notice, the Company shall each shall, at the Company's sole expense (other than the underwriting discounts, if any, payable in respect of the Shares sold by Snöbar Shareholders and/or Other Persons), register all or, at Snöbar Shareholders and/or Other Persons' option, any portion of the shares of common stock then held by Snöbar Shareholders and/or Other Persons, including all shares of common stock issuable to Snöbar Shareholders and/or Other Persons upon the exercise, conversion or exchange of other securities now held by Snöbar Shareholders and/or Other Persons (the "Shares"), concurrently with the registration of such time give prompt notice at least ten (10) Business Days prior other securities, all to the anticipated filing date extent requisite to permit the public offering and sale of the registration statement relating Shares through the securities exchange, if any, on which the Common Stock is being sold or on the over-the-counter market, and will use its commercially reasonable efforts through its officers, directors, auditors, and counsel to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in cause such registration statement to become effective as promptly as practicable. If the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request managing underwriter of any such Shareholder made within five (5) Business Days after the receipt of notice from offering shall determine and advise the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)that, in its opinion, the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act distribution of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition or a portion of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting Shares requested to be included in the Company’s registration must sell their Registrable Securities to concurrently with the underwriters selected as provided in Section 2.04(f) on securities being registered by the same terms and conditions as apply to Company would adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell itself and (B) ifsecond, at any time after giving notice of its intention the Shares requested to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed be included in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required permitted by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationmanaging underwriter.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any (including for this purpose a registration effected by the Company Securities for shareholders of the Company other than a Holder) securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with the public offering solely for cash on Form S-1 or S-3 (or any employee benefit replacement or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personsuccessor forms), whether or not for sale for its own account, the Company shall promptly give each such time give prompt Holder written notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the written request of any each Holder given within 20 days following the date of such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)notice, the Company shall cause to be included in such registration statement and use all commercially reasonable its best efforts to effect the registration be registered under the Securities Act of all the Registrable Securities that each such Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 2.1(a)(ii) without any obligation or liability to any Holder. If the managing underwriter shall advise the Company has been so in writing (with a copy to each Holder) that, in its opinion, the amount of Registrable Securities requested to register by all be included in such Shareholdersregistration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent required of the amount and class which the Company is so advised can be sold without such material adverse effect in such offering: First, all securities proposed to permit be sold by the disposition of Company for its own account; second, the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting requested to be included in the Company’s such registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities by Holders pursuant to this Section 2.02(a) 2.1(a)(ii), and prior all other securities being registered pursuant to the effective date exercise of contractual rights comparable to the registration statement filed rights granted in connection with such registrationthis Section 2.1(a)(ii), pro rata based on the Company shall determine for any reason not estimated gross proceeds from the sale thereof; and third, all other securities requested to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities included in connection with such registration. No registration effected under Each Holder shall be entitled to have its Registrable Securities included in an unlimited number of Piggyback Registrations pursuant to this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration2.1(a)(ii).

Piggyback Registration. (a) If the Company at any time after following the completion one year anniversary of the Initial Public Offering the Company date of this Agreement (other than pursuant to Section 3) proposes to register any Company Securities shares of Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than (i) a Shelf Registration (defined belowexcept with respect to registration statements on Form S-4, S-8 or another form not available for registering xxx Xxxxes for sale to the public), which it will be subject give written notice to the provisions Holder at least twenty (20) days before the initial filing with the Commission of Section 2.03; provided such registration statement. Upon the written request of the Holder to register any of the Shares, such notice to be delivered to the Company within 15 days after the giving of any such notice by the Company, the Company will use its reasonable commercial efforts to cause the number of Shares as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of the Shares so registered. In the event that any Underwritten Takedown (defined below) will be subject registration pursuant to this Section 2.024 shall be, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options in whole or in connection with any employee benefit part, an underwritten public offering, the number of Shares to be included in such offering may be reduced if and to the extent that the managing underwriter or similar plan underwriters, if any, of such offering shall be of the Company or in connection with a direct or indirect acquisition opinion that inclusion of the Shares would adversely affect the marketing of the securities to be sold by the Company of another Person), whether or not for sale for its own accounttherein. In such event, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such the registration statement the number of Registrable Securities shares of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities Common Stock that the Company is so advised can be sold in such offering in the following priority: (i) first, all shares of Common Stock to be sold by any other shareholder who has been so requested exercised his demand or similar right to register by require the Company to file a registration statement with respect to all such Shareholders, to the extent required to permit the disposition or a portion of the Registrable Securities so to be registered, provided that shares of Common Stock held by such shareholder; (Aii) if such registration involves an underwritten Public Offeringsecond, all such Shareholders requesting shares of Common Stock proposed to be included in such registration statement by the Company’s ; (iii) third, all shares of Common Stock proposed to be included in such registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) statement by holders of Common Stock having piggyback registration rights outstanding on the same terms and conditions as apply to the Company, date hereof; and (Biv) iffourth, at any time after giving notice of its intention all other Common Stock proposed to register any Company Securities pursuant to this Section 2.02(abe included in such registration statement by other holders thereof, pro rata, based on the value (as determined in good faith by the managing underwriter) and prior to the effective date of the registration statement filed in connection with Common Stock proposed to be included by such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationholders.

Piggyback Registration. (a) If Subject to any contractual obligations to the contrary, if the Company proposes at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities of the equity securities issued by it under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonPerson or as a recapitalization or reclassification of securities of the Company), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days 15 business days prior to the anticipated filing date of the registration statement relating to such registration to each ShareholderICGI Holdings (and ICGI Holdings shall, in turn, promptly notify its members of such notice) which notice shall set forth such Shareholder’s the rights of the members if ICGI Holdings under this Section 2.02 2.3 and shall offer such Shareholder the members of ICGI Holdings the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder the members of ICGI Holdings may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b2.3(b) or, in the case of a Demand Registration, Section 2.2(c). Upon the request of any such Shareholder ICGI Holdings on behalf of the members of ICGI Holdings made within five (5) Business Days ten business days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholderthe members of ICGI Holdings), the Company shall use all its commercially reasonable efforts to effect the registration under the Securities Act of all the Registrable Securities that the Company has been so requested to register by all such Shareholders, ICGI Holdings to the extent required necessary to permit the disposition of the Registrable Securities so to be registered, provided that (Ai) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included each member of ICGI Holdings participating in the Company’s registration must sell their its Registrable Securities to the underwriters selected as provided in Section 2.04(f) by the Company on the same terms and conditions as apply apply, as applicable, to the CompanyCompany or such other person for whose account such registration is being effected; provided that no member of ICGI Holdings included in any Public Offering shall be required to make any representations and warranties to the Company or the underwriters (other than regarding ownership of shares, authority and intended method of distribution), or to undertake any indemnification obligations except as described in Section 2.7 and (Bii) if, at any time after giving notice of its intention to register any Company Securities securities pursuant to this Section 2.02(a2.3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders ICGI Holdings and, thereupon, shall be relieved of its obligation to register any of the Registrable Securities in connection with such registrationPiggyback Registration. No registration effected under this Section 2.02 2.3 shall relieve the Company of its obligations to effect a Shelf Registration to the extent required by Section 2.1(b) or a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.032.2. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. Notwithstanding any provision in this Section 2.3(a) or elsewhere in this Agreement, all registration rights effected pursuant to a Takedown shall be governed by Section 2.1(d).

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after the completion The Holders of all of the Initial Public Offering Warrants issued pursuant to the Company proposes Memorandum are also entitled (a "Piggyback Registration Right") to register include the Warrant Shares in any Company Securities under the Securities Act registration statement (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct merger or indirect acquisition or on Forms S-4, S-8 or successor forms or an amendment to an existing registration statement) filed prior to the fifth anniversary of the Grant Date with the Commission under the Act relating to a public offering, until a registration statement covering such Warrant Shares is declared effective by the Company Commission; provided, however, that in the event the registration statement relates to an underwritten public offering, the underwriter may limit the number of another PersonWarrant Shares included therein. To exercise its Piggyback Registration Right, the Holder will give written notice of its intention to do so by registered mail ("Notice") at least twenty (20) business days prior to the filing of each such registration statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), whether or not for sale for its own accountmade within five business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall shall, as to each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each ShareholderRequesting Holder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company Warrant Shares which it has been so requested to register by all such Shareholdersregister, at the Company's sole cost and expense and at no cost or expense to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that Requesting Holders (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected except as provided in Section 2.04(f5.4(b) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationhereof).

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering Whenever the Company proposes to register the offer and sale of any Company Securities shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Shelf Registration Statement on Form S-8 (defined belowor other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), which will be (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the provisions of Section 2.03; provided that Securities Act or any Underwritten Takedown (defined below) will be subject to this Section 2.02successor rule thereto), or (iiiii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit dividend or distribution reinvestment or similar plan plan, whether for its own account or for the account of one or more stockholders of the Company or in connection with and the form of Registration Statement (a direct or indirect acquisition by the Company of another Person), whether or not “Piggyback Registration Statement”) to be used may be used for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the any registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject the Company shall give prompt written notice (in any event no later than 30 days prior to the provisions filing of Section 2.02(b). Upon such Registration Statement) to the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number holders of Registrable Securities intended of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 20 days after the Company's notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be registered by such Shareholder), the Company shall use all commercially reasonable efforts made on a delayed or continuous basis pursuant to effect the registration Rule 415 under the Securities Act of all Registrable Securities that or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the Company has been so requested to register by all such Shareholdersright, but not the obligation, to the extent required be notified of and to permit the disposition of the Registrable Securities so to be registered, provided that (A) if participate in any offering under such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Piggyback Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Statement (a “Piggyback RegistrationShelf Takedown”).

Piggyback Registration. (a) If at any time after Following the completion of the Initial Public Offering Effectiveness Date, if the Company proposes to register any Company Securities Shares under the Securities Act (other than (i) a Demand Registration or a Shelf Registration (defined below)Registration, which will be subject to the provisions of Section Sections 2.01 and 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, respectively, or (ii) a registration on Form S-8, F-4 S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f2.05(f) on the same terms and conditions as apply to the CompanyCompany or the Requesting Shareholders, as applicable, and (B) if, at any time after giving notice of its intention to register any Company Registrable Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at So long as any time after the completion of the Initial Public Offering Holder holds Registrable ---------------------- Securities, if the Company proposes to register (including for this purpose a registration initiated by the Company for stockholders other than the Holders) any Company Securities of its stock or other securities under the Securities Act in connection with the public offering for cash (other than (i) a Shelf Registration (defined below), which will be subject registration relating solely to the provisions sale of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject securities to this Section 2.02participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating form that does not include substantially the same information as would be required to Ordinary Shares issuable upon exercise of employee stock options or be included in connection with any employee benefit or similar plan a registration statement covering the sale of the Company or in connection with a direct or indirect acquisition by Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of another Person), whether or not for sale for its own accountsuch registration. Upon the written request of each Holder given within twenty (20) days after the mailing date of such notice, the Company shall cause to be registered under the Securities Act all of the Registrable Securities that each such time give prompt notice at least ten (10) Business Days prior Holder has requested to be registered, subject to any limitations in the aggregate number of Registrable Securities that may be included in such offering, in the reasonable discretion of any underwriter in such offering, and in such case subject to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall priorities set forth such Shareholder’s rights in Section 2(c) below. If an offering in connection with which a Holder is entitled to registration under this Section 2.02 and shall offer such Shareholder the opportunity to include 2(b) is an underwritten offering, then each Holder whose Registrable Securities are included in such registration statement shall, unless otherwise agreed to by the number of Company, offer and sell such Registrable Securities of in an underwritten offering using the same class underwriter or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”)underwriters and, subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)this Agreement, the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice other shares of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed Common Stock included in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationunderwritten offering.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonPerson or (iii) a registration statement filed pursuant to the Private Placement Registration Rights Agreement), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration and (C) any disposition by any Shareholder of Registrable Securities pursuant to a Piggyback Registration filed under this Section 2.02 may not occur until 180 days have elapsed from the completion of the Initial Public Offering (elapse of 270 days from the completion of the Initial Public Offering in the case of Saragnese and Raz). No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (------------------------ initiate a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of any of its Common Stock for its own account, other than securities to be issued (i) in connection with any acquisition of any entity or business, (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans (including registrations on Form S-8 or Form S-4 or their then equivalents), it shall send to the Purchaser written notice of such determination and, if within fifteen (15) days after the giving of such notice, the Purchaser shall so request in a writing received by the Company, the Company shall include in such registration statement all Registrable Securities or any part of the Shares that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so Purchaser requests to be registeredregistered therein; except that, provided if in connection with any underwritten public offering of Common Stock by the Company, the managing underwriter shall recommend that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting the number of Shares to be included in such registration statement be limited because, in the underwriter's judgment, such limitation will facilitate the public distribution of the Company’s 's shares, then the number of Shares to be included in such registration must sell their Registrable Securities statement shall be limited to the underwriters selected as provided extent so recommended (which may be the complete exclusion of such shares); provided, however, that such limitation shall be proportionate to the limitation applied to any other holders of Common Stock with registration rights who request the inclusion of shares in the registration statement. The rights granted by the Company under this Section 2.04(f) 8.1 shall terminate on the same terms and conditions as apply date that the Shares first become eligible for resale pursuant to Rule 144 under the Securities Act (such termination to be subject to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this 's compliance with Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration9 hereof).

Piggyback Registration. (a) If at any time later than 180 days after the completion of the Initial Public Offering the Company proposes to register any Company Securities Common Shares under the Securities Act (other than (i) a Shelf Registration (defined below)Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) two Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section ‎Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any Any such Shareholder made may, within five (5) two Business Days after the receipt of notice from the Company, request that the Company (which request shall specify also effect the number registration under the Securities Act of Registrable Securities intended to be registered by all or any portion of such Shareholder’s Registrable Securities. Thereafter, subject to the provisions of ‎Section 2.02(b), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required necessary to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f2.05(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities Common Shares pursuant to this Section ‎Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section ‎Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section ‎Section 2.01 or a Shelf Registration to the extent required by Section ‎Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after any time prior to the completion fifth (5th) year anniversary of the Initial Public Offering final closing of the Offering, the Company proposes to register any Company Securities under prepare and file with the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) and Exchange Commission a registration on Form S-8, F-4 statement covering equity or S-4debt securities of the Company, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan such securities of the Company or held by its stockholders, other than in connection with a direct merger, acquisition or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior pursuant to the anticipated filing date of the a registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under on Form S-4 or Form S-8 or any successor form (for purposes of this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (1, collectively, a “"Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such ShareholderRegistration Statement"), the Company shall will give written notice of its intention to do so by registered or certified mail ("Notice"), at least 15 days prior to the filing of each such Piggyback Registration Statement, to Holder. Upon the written request of Holder, made within 5 days after receipt of the Notice, that the Company include any of the Registrable Shares (as herinafter defined) in the Piggyback Registration Statement, the Company shall, as to Holder, use all commercially reasonable efforts to effect the registration under the Securities Act of all 1933, as amended (the "Act"), of the Registrable Securities that the Company Shares which it has been so requested to register by all such Shareholders("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to Holder (other than any underwriting or other commissions, discounts or fees of any counsel or advisor to the extent required to permit Holder which shall be payable by the disposition Holder, as further provided in Section 3(b) hereof); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Registrable Securities so Shares requested to be registered, provided that when added to the securities being registered by the Company or the selling stockholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (Ai) if at a price reasonably related to their then current market value, or (ii) without otherwise having a material adverse effect on the entire offering, then the Company may, subject to the allocation priority set forth in the next paragraph, exclude from such registration involves an underwritten Public Offeringoffering all or a portion of the Registrable Shares which it has been requested to register. Without limiting the generality of the foregoing, such underwriter or managing underwriter may condition its consent to the inclusion of all such Shareholders requesting or a portion of the Registrable Shares requested to be included registered upon the participation by Holder in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) underwritten public offering on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationthereof.

Piggyback Registration. (a) If The Company shall give Snöbar Shareholders and Other Persons at any time after the completion least 10 days’ prior written notice of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition each filing by the Company of another Person), whether a registration statement (other than a registration statement on Form S-4 or not Form S-8 or on any successor forms thereto) with the Securities and Exchange Commission (the “Commission”) pursuant to which the Company is registering shares of its Common Stock for sale by itself or others for its own accountcash proceeds. If requested by Snöbar Shareholders and/or Other Persons in writing within 20 days after receipt of any such notice, the Company shall each shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the Shares sold by Snöbar Shareholders and/or Other Persons), register all or, at Snöbar Shareholders and/or Other Persons’ option, any portion of the shares of common stock then held by Snöbar Shareholders and/or Other Persons, including all shares of common stock issuable to Snöbar Shareholders and/or Other Persons upon the exercise, conversion or exchange of other securities now held by Snöbar Shareholders and/or Other Persons (the “Shares”), concurrently with the registration of such time give prompt notice at least ten (10) Business Days prior other securities, all to the anticipated filing date extent requisite to permit the public offering and sale of the registration statement relating Shares through the securities exchange, if any, on which the Common Stock is being sold or on the over-the-counter market, and will use its commercially reasonable efforts through its officers, directors, auditors, and counsel to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in cause such registration statement to become effective as promptly as practicable. If the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request managing underwriter of any such Shareholder made within five (5) Business Days after the receipt of notice from offering shall determine and advise the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)that, in its opinion, the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act distribution of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition or a portion of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting Shares requested to be included in the Company’s registration must sell their Registrable Securities to concurrently with the underwriters selected as provided in Section 2.04(f) on securities being registered by the same terms and conditions as apply to Company would adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell itself and (B) ifsecond, at any time after giving notice of its intention the Shares requested to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed be included in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required permitted by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationmanaging underwriter.

Piggyback Registration. (a) If the Company at any time after proposes, for any reason other than a request made by the completion Investor pursuant to this Clause 13, to (i) register the resale of Ordinary Shares by shareholders of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined belowon Form S-4 or F-4 or on Form S-8 or any other registration statement solely registering Ordinary Shares issued pursuant to an employee equity incentive plan, in each case promulgated under the Securities Act or any successor forms thereto), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) consummate a registration on Form S-8, F-4 bookbuilt or S-4, or any successor or similar forms, relating to underwritten offering in which the Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan other shareholder of the Company or are included, it shall promptly give notice of such proposed action to the Investor as soon as reasonably practicable (but in connection with the case of filing a direct or indirect acquisition by the Company of another Person)registration statement, whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to no later than 20 calendar days before the anticipated filing date of the registration statement relating to such registration to each Shareholderdate), which notice shall set forth such Shareholder’s rights under this Section 2.02 (x) describe the amount and shall type of securities to be included, the intended method(s) of distribution and the name of the proposed lead underwriter(s), placing agent(s) or bookrunner(s), if any, and (y) offer such Shareholder to the Investor the opportunity to include in register or offer for sale such registration statement the number of Registrable Securities of Ordinary Shares as the same class or series as those proposed to be registered as each Shareholder Investor may request in writing (a “Piggyback Registration”), subject to the provisions of Section 2.02(blimitation pursuant to Clause 13.4(b). Upon the request of any such Shareholder made ) within (A) five (5) Business Days, in the case of filing a registration statement, and (B) two (2) Business Days in the case of an underwritten or bookbuilt offering (unless such offering is an overnight or bought underwritten or bookbuilt offering, then one (1) Business Day), in each case after the receipt of such notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholderregistration, a Piggyback Registration), the . The Company shall use all commercially reasonable its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by cause all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting Ordinary Shares to be included in the Company’s registration must sell their Registrable Securities such Piggyback Registration (subject to the underwriters selected as provided in Section 2.04(flimitation pursuant to Clause 13.4(b)) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities Ordinary Shares otherwise being sold in such Piggyback Registration. If a Piggyback Registration is effected pursuant to this Section 2.02(a) and prior a Registration Statement on Form F-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the effective date of the registration statement filed in connection with such registrationSecurities Act or any successor rule thereto (a Piggyback Shelf Registration Statement), the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall Investor will be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve notified by the Company of its obligations and shall have the right, but not the obligation, to effect a Demand participate in any offering pursuant to such Piggyback Shelf Registration Statement, subject to the extent required by Section 2.01 or a Shelf same limitations that are applicable to any other Piggyback Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationas set forth above.

Piggyback Registration. (a) If If, at any time after during a one-year period following the completion of the Initial Public Offering date hereof, the Company proposes to register any Company Securities under prepare and file with the Securities Act and Exchange Commission (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii"Commission") a registration statement on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan S-3 covering securities of the Company or held by management, other than in connection with a direct merger, acquisition or indirect acquisition by the Company pursuant to a registration statement on Form S-4 or Form S-8 or any successor form (for purposes of another Personthis Article 1, a "Registration Statement"), whether or not for sale for its own account, the Company shall will give written notice of its intention to do so by certified mail ("Notice"), at least fifteen (15) days prior to the filing of each such time give prompt notice at least Registration Statement, to the Holder. Upon the written request of the Holder, made within ten (10) Business Days prior to the anticipated filing date days after receipt of the registration statement relating to such registration to each ShareholderNotice, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder that the opportunity to Company include in such registration statement the number of Registrable Securities any of the same class or series as those Holder's Shares in the proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)Registration Statement, the Company shall shall, as to the Holder, use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company Shares which it has been so requested to register by all such Shareholders("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the extent required to permit Holder (other than any commission, discounts or counsel fees payable by the disposition Holder, as further provided in Section 3(a) hereof); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Registrable Securities so Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Shares requested to be registered, provided that (A) when added to the securities being registered by the Company or the selling shareholder(s), if such registration involves an underwritten Public Offeringany, all such Shareholders requesting to be included in will exceed the maximum amount of the Company’s registration must sell 's securities which can be marketed (i) at a price reasonably related to their Registrable Securities to the underwriters selected as provided in Section 2.04(fthen current market value, or (ii) without otherwise having an adverse effect on the same terms and conditions as apply to offering, then the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date may exclude from such offering all or a portion of the registration statement filed in connection with such registration, the Company shall determine for any reason not Shares which it has been requested to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationregister.

Piggyback Registration. (a) If the Company at any time after the completion of the Initial Public Offering the Company proposes for any reason (other than a filing made pursuant to Section 5(a), a request made pursuant to Section 5(b) or a filing or request made pursuant to Section 5(h)) to (i) register any Company Securities Common Shares under the Securities Act (other than (ion Form F-4, Form S-4, Form F-8 or Form S-8 promulgated under the Securities Act or any successor forms thereto) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8consummate an Underwritten Offering, F-4 or S-4in either case, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own accountaccount or for the account of other Shareholders of the Company, it shall promptly give notice of such proposed action to the Company shall each such time give prompt notice at least ten Demanding Holders as soon as reasonably practicable (10but in the case of filing a Registration Statement, no later than twenty (20) Business Days prior to days before the anticipated filing date of the registration statement relating to such registration to each Shareholderdate), which notice shall set forth such Shareholder’s rights under this Section 2.02 (A) describe the amount and shall type of securities to be included, the intended method(s) of distribution and the name of the proposed managing underwriter or underwriters, if any, and (B) offer such Shareholder to all of the Demanding Holders the opportunity to include in register or offer for sale such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder such Demanding Holders may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made in writing within five (5) Business Days in the case of filing a Registration Statement and two (2) Business Days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) Business Day), in each case after the receipt of such written notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such ShareholderRegistration, a “Piggyback Registration”), the . The Company shall use all its commercially reasonable efforts to effect the registration under the Securities Act of cause all such Registrable Securities that for which such a request(s) is timely received by the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) such Piggyback Registration on the same terms and conditions as apply the Common Shares otherwise being sold in such Piggyback Registration, and in any event, the Company shall include the Registrable Securities on the same terms and conditions as the Common Shares otherwise being sold in such Piggyback Registration. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the CompanyCompany and the underwriter or underwriters (if any) of his, and (B) if, at any time after giving notice of her or its intention to register withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or the pricing of the Underwritten Offering with respect to such Piggyback Registration. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Securities requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder, the Company shall not deliver any notice to such Holder pursuant to this Section 2.02(a5(f), unless such Opt-Out Notice is revoked by such Holder. 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) and may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effective date effectiveness of the registration statement filed such Registration Statement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such registrationUnderwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall determine be responsible for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities Registration Expenses incurred in connection with such registrationthe Piggyback Registration. No registration For purposes of clarity, any Registration or Underwritten Offering effected pursuant to this Section 5(f) shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration5(b).

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering Right to Include Shares. Whenever the Company proposes to ----------------------- register any Company Securities under the Securities Act an offering of the Common Stock on any form for the registration of securities under such Act, whether or not for its own account (other than by (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration statement on Form S-8, F-4 S-4 or S-4, S-8 or any successor or similar forms, relating (ii) any registration statement to Ordinary Shares issuable upon exercise be used exclusively in the offering and sale of the Company's securities acquired by any of its subsidiaries' employees, directors or consultants pursuant to any employee compensation, option, restricted stock options or similar plan arrangement or agreement, (iii) a registration statement filed exclusively in connection with any employee benefit an exchange offer or similar plan an offering of securities solely to the securityholders of the Company Company, or (iv) any registration statement filed exclusively in connection with a direct or indirect acquisition by the Company of another Personrights offering) (a "Piggyback Registration"), whether or not for sale for it shall give written notice to all Purchasers of its own account, intention to do so no later than twenty (20) days prior to the Company shall each proposed date of filing such time give prompt notice at least registration statement. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Purchaser made within ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request days after receipt of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities (as defined below) intended to be registered disposed of by such ShareholderPurchaser), the Company shall use all commercially reasonable efforts shall, subject to effect Section 5.2(e) hereof, include in the registration under statement the Securities Act of all Registrable Securities that which the Company has been so requested to register by all the Purchasers thereof (such Shareholders, to requesting Purchasers hereinafter the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a"Holders") and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine keep such registration statement (the "Registration Statement") in effect and maintain compliance with each Federal and state law or regulation for any reason not to register the period necessary for such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations Holder to effect the proposed sale or other disposition (but in no event for a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03period greater than 120 days). The Company shall pay all Registration Expenses in connection with each Piggyback Registration."

Piggyback Registration. (a) If at any time after the completion Company shall determine to (x) prepare and file with the SEC a registration statement for the sale of Ordinary Shares or other equity securities of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than a registration statement on Form F-4 or Form S-4 (ias applicable) or any successor form, or a Shelf Registration (defined belowregistration statement on Form S-8 or any successor form), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (iiy) sell Ordinary Shares or other equity securities of the Company in an underwritten offering pursuant to a registration statement filed with the SEC on Form S-8F-3 or Form S-3 (as applicable) or, F-4 if Form F-3 or S-4Form S-3 (as applicable) is not available for use by the Company, on Form F-1 or Form S-1 (as applicable, or any successor form promulgated under the Securities Act) for an offering to be made on a continuous or similar formsdelayed basis pursuant to Rule 415 promulgated under the Securities Act, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)each case, whether or not for sale either for its own accountaccount or for the account of other holders of equity securities in the Company, the Company shall each such time give prompt notice at least (i) promptly, but no less than ten (10) Business Days prior to the anticipated filing date of the registration statement relating to (in the case of clause (x) above) or such registration sale (in the case of clause (y) above), give to each Shareholder, which Investor written notice shall set forth such Shareholder’s rights under thereof and (ii) subject to the limits contained in this Section 2.02 and shall offer such Shareholder the opportunity to 3, include in such registration statement the number of or sale, as applicable, all Registrable Securities specified in a written request or requests, made by such Investors; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the same class or series as those proposed Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which request shall specify can be offered without adversely affecting the number of Registrable Securities intended to be registered by such Shareholder)offering, the Company shall use all commercially reasonable efforts may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to effect the registration under the Securities Act of all Registrable Securities a number deemed satisfactory by such managing underwriter; and provided further, that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting any shares to be included shall be determined in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice following order of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.priority:

Piggyback Registration. (a) 2.1.1 If at any time after the completion within two (2) years of the Initial Public Offering acquisition of the Compensation Shares, and subject to the Carve Back Right described in Section 2.1.3, if the Company proposes shall determine to register any Company Securities proceed with the actual preparation and filing of a registration statement under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with the proposed offer or resale of any employee benefit or similar plan of its Common Stock by any of its holders (excluding registrations on Forms S-4 and S-8 of the Company or in connection with a direct or indirect acquisition by Securities and Exchange Commission), then the Company shall give written notice of another Person), whether or not for sale for its own accountdetermination to all record Holders of Registrable Common (a “Participation Notice”) at least thirty (30) days prior to filing such registration statement. Upon the written request of a record Holder of any Registrable Common given within fifteen (15) days after receipt of a Participation Notice, the Company shall each will, except as herein provided, cause all such time give prompt notice at least ten (10) Business Days prior Registrable Common, the record Holders of which have so requested registration thereof, to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include be included in such registration statement the number statement, provided that, with respect to all shares of Registrable Securities Common for which registration has been requested, holders of the same class or series as those proposed Compensation Shares so requesting to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number have shares of Registrable Securities intended to be registered by Common included in such Shareholder)registration statement, the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so Common, to be so registered. If any registration pursuant to this Section 2.1 shall be underwritten in whole or in part, provided the Company may require that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting the Registrable Common requested for inclusion pursuant to this Section 2.1 be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) underwriting on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to securities otherwise being sold through the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationunderwriters.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to prepare and file with the Commission a registration statement on Form SB-2 (except if the Company is not then eligible to register any Company Securities under for resale the Securities Act Shares and Warrant Shares, as the case may be (other than (i) a Shelf Registration (defined belowthe "Registrable Securities"), which will be subject to on such form, on such other appropriate form in accordance herewith) covering equity or debt securities of the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4Company, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan such securities of the Company or held by its shareholders, other than in connection with a direct merger, acquisition or indirect acquisition by the Company pursuant to a registration statement on Form S-4 or Form S-8 or any successor form (for purposes of another Personthis Section 3, a "Registration Statement"), whether or not for sale for its own account, the Company shall will give written notice of its intention to do so by certified mail ("Notice"), at least fifteen (15) days prior to the filing of each such time give prompt notice at least Registration Statement, to the Investor. Upon the written request of the Investor, made within ten (10) Business Days prior to the anticipated filing date days after receipt of the registration statement relating to such registration to each ShareholderNotice, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder that the opportunity to Company include in such registration statement any of the number of Registrable Securities of in the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)Registration Statement, the Company shall shall, as to the Investor, use all commercially reasonable efforts to effect the registration under the Securities Act of all the Registrable Securities that the Company which it has been so requested to register by (the "Piggyback Registration"); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all such Shareholders, to the extent required to permit the disposition or a portion of the Registrable Securities so requested to be registered, provided that (A) when added to the securities being registered by the Company or the selling shareholder(s), if such registration involves an underwritten Public Offeringany, all such Shareholders requesting to be included in will exceed the maximum amount of the Company’s registration must sell 's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise having an adverse effect on the offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.register

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering Whenever the Company proposes to register the offer and sale of any Company Securities shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Shelf Registration Statement on Form S-8 (defined belowor other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), which will be (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the provisions of Section 2.03; provided that Securities Act or any Underwritten Takedown (defined below) will be subject to this Section 2.02successor rule thereto), or (iiiii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit dividend or distribution reinvestment or similar plan plan), whether for its own account or for the account of one or more stockholders of the Company or in connection with and the form of Registration Statement (a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10“Piggyback Registration Statement”) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder used may request be used for any registration of Purchased Shares (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts give prompt written notice (in any event no later than 15 days prior to the filing of such Registration Statement) to the holders of Purchased Shares of its intention to effect such a registration and, subject to Section 7.2(b) and 7.2(c), shall include in such registration all Purchased Shares with respect to which the registration Company has received written requests for inclusion from the holders of Purchased Shares within 10 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 7.1. If any Piggyback Registration Statement pursuant to which holders of Purchased Shares have registered the offer and sale of Purchased Shares is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of all Registrable Securities that or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the Company has been so requested to register by all such Shareholdersright, but not the obligation, to the extent required be notified of and to permit the disposition of the Registrable Securities so to be registered, provided that (A) if participate in any offering under such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Piggyback Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Statement (a “Piggyback RegistrationShelf Takedown”).

Piggyback Registration. (a) If at following the Required Registration Date, CS&L proposes file a Registration Statement pursuant to such Registration Statement with respect to any time after offering of Equity Securities for its own account and/or for the completion account of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act Person (other than (i) a Shelf Registration (defined below)registration under Section 3.01, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration pursuant to a Registration Statement on Form S-8, F-4 S-8 or S-4, or any successor on Form S-4 or similar formsform that relates to a transaction subject to Rule 145 under the Securities Act, relating to Ordinary Shares issuable upon exercise of employee stock options or (iii) in connection with any employee benefit dividend reinvestment or similar plan plan, (iv) for the sole purpose of the Company offering Equity Securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a direct or indirect acquisition by registration in which the Company only Common Stock being registered is Common Stock issuable upon conversion of another Persondebt securities that are also being registered) (each, a “CS&L Public Sale”), whether or then, as soon as practicable but in any event not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days less than 15 days prior to the anticipated filing date of the registration statement relating to Registration Statement, CS&L shall give written notice of such registration proposed filing to each ShareholderStockholder Party, which notice shall set forth such ShareholderStockholder Party’s rights under this Section 2.02 3.02 and shall offer such Shareholder Stockholder Party the opportunity to include in the offering subject to such registration statement Registration Statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder such Stockholder Party may request in writing (a “Piggyback Registration”), subject to the provisions of Section 2.02(b3.02(b). Upon CS&L shall use its reasonable best efforts to include in the request of any offering subject to such Shareholder made Registration Statement with respect to a CS&L Public Sale all Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by any such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, notice; provided that (A1) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s registration Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f3.04(f)(i) on the same terms and conditions as apply to the CompanyCS&L, and (B2) if, at any time after giving notice of its intention to register any Company Equity Securities pursuant to this Section 2.02(a3.02(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company CS&L shall determine for any reason not to register such securities, the Company CS&L shall give notice to all such Shareholders Registering Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after the completion Lockup Termination Date and regardless of the Initial Public Offering whether there has been a Demand Registration or an effected Underwritten Takedown Request, the Company proposes to register any Company Securities file a registration statement under the Securities Act (other than a registration (i) a Shelf pursuant to Registration Statement on Form S-8 (defined belowor other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) pursuant to a registration Registration Statement on Form S-8, F-4 S-4 (or S-4, similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or (iii) in connection with any employee benefit dividend or distribution reinvestment or similar plan plan) or consummate a Takedown Offering, in each case, with respect to an offering of Common Stock for (a) the Company Company’s own account or in connection with a direct or indirect acquisition by (b) the Company account of another Personany holder of Common Stock (other than Holder), whether or not for sale for its own account, then the Company shall each give written notice of such time give prompt notice at least proposed filing or Takedown Offering to Holder as soon as practicable (but in no event less than ten (10) Business Days prior to before the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(bapplicable Registration Statement). Upon the receipt by the Company of a written request of any such Shareholder made from Holder within five (5) Business Days after the receipt delivery of any such notice from by the Company (to include Registrable Securities in such registration or Takedown Offering, as applicable, which request shall specify the number of Registrable Securities intended proposed to be registered by included in such Shareholderregistration or Takedown Offering, as applicable), the Company shall use shall, subject to Section 2.03 of this Agreement, Section 4.20 of the Merger Agreement and the following proviso, include all commercially reasonable efforts to effect the registration under the Securities Act of all such requested Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if in such registration involves an underwritten Public or Takedown Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) applicable, on the same terms and conditions as apply applicable to the Company’s or such holder’s shares of Common Stock (a “Piggyback Registration”); provided, and (B) ifhowever, that if at any time after giving written notice of its intention to register any Company Securities pursuant to this Section 2.02(a) such proposed filing or Takedown Offering, as applicable, and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, or the consummation of such Takedown Offering, as applicable, the Company shall determine determines for any reason not to register such securitiesproceed with the proposed registration or disposition, as applicable, of the Common Stock, then the Company shall may, at its election, give written notice of such determination to all such Shareholders Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Takedown Offering, as applicable. Holder shall, subject to Section 2.04(b), enter into a customary underwriting agreement with Underwriter or Underwriters selected by the Company with respect to any Registrable Securities sold by Holder pursuant to a Piggyback Registration under this Section 2.02. No registration of Registrable Securities effected pursuant to a request under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by under Section 2.01 or a Shelf Registration to the extent required by this Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration2.02.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes Parent shall determine to register for sale for cash any Company Securities under of its Common Units, for its own account or for the Securities Act account of holders of its Common Units (other than a registration pursuant to Section 2 hereof, a registration relating solely to employee benefit plans or securities issued or issuable to employees or consultants (i) a Shelf Registration (defined belowto the extent the securities owned or to be owned by such consultants could be registered on Form S-8), which will be subject or a registration relating solely to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, a Commission Rule 145 transaction or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or S-4 in connection with a direct merger, acquisition, divestiture, reorganization or indirect acquisition by the Company of another Personsimilar event), whether the Parent promptly will give to each Holder written notice thereof and shall use its best efforts to include in such registration, and in any underwriting involved therein, all the Registrable Securities specified in a written request or not for sale for its own accountrequests, the Company shall each such time give prompt notice at least made within ten (10) Business Days prior to days after receipt of such written notice from the anticipated filing date Parent, by any Holder or Holders. However, the Parent may, without the consent of the registration statement relating to such registration to each ShareholderHolders, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in withdraw such registration statement prior to its becoming effective if the number of Registrable Securities Parent has abandoned its proposal to register or has determined to delay registration of the same class or series as those securities proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders thereby and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No , without prejudice, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities under such registration effected under this Section 2.02 shall relieve for the Company of its obligations to effect a Demand Registration same period as the delay in registering such other securities, subject, however, in each case, to the extent required by right of the Requisite Holders to request that such registration be effected as a registration under Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration2.

Piggyback Registration. (a) If the Company at any time after the completion of the Initial Public Offering the Company proposes to register file on its behalf and/or on behalf of any Company Securities of its holders of equity securities other than the Trust (collectively, the "DEMANDING OTHER EQUITY SECURITY HOLDERS") a Registration Statement under the Securities Act on any form (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration Statement on Form S-4 or S-8, F-4 or S-4, or any successor form, for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with the Company pursuant to any employee benefit plan, respectively, and other than a Registration Statement with respect to the Warrants or similar plan of the Company or in connection with a direct or indirect acquisition Warrants Shares required to be filed by the Company under the Warrant Agreement) which may be used for the registration of another Personshares of Common Stock, it will give written notice of such proposed filing to the Trust at least 20 Business Days before the initial filing with the SEC of such Registration Statement (the "PIGGYBACK NOTICE"), whether or not which Piggyback Notice shall set forth the number of securities proposed to be offered and a description of the intended method of disposition of such securities. The Piggyback Notice shall offer to include in such filing such number of Registrable Equity Securities as the Trust may request. If the registration of which the Company gives notice is for sale for its own accounta registered public offering involving an underwriting, the Company shall each such time give prompt notice at least ten (10) Business Days prior to so advise the anticipated filing date Trust as part of the Piggyback Notice. In such event, the right of the Trust to include its Registrable Equity Securities in the registration statement relating to such registration to each Shareholdershall be conditioned upon the Trust entering into an underwriting agreement in customary form, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of be the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”)for all selling shareholders, subject to with the provisions of Section 2.02(b). Upon the request of any managing underwriter selected for such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered underwriting by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after the completion 2.1.1 After consummation and closing of the Initial Public Offering a Reverse Merger Transaction or the Company proposes otherwise becoming a Public Company, and subject to register any the Carve Back Right described in Section 2.1.3, if the Company Securities shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of its Common Stock by holders of its securities purchased from the Company in a PIPE Transaction or other Capital Raising Transaction (other than (i) in response to a Shelf Registration (defined below)Request, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02Company’s IPO, registration on a Form S-8 or similar form, or (ii) a registration on Form S-8a form that does not permit the inclusion of shares by its security holders), F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of then the Company or in connection with shall give written notice of its determination to all record Holders of Registrable Common (a direct or indirect acquisition by “Participation Notice”) at least thirty (30) days prior to filing such registration statement. Upon the Company written request of another Person), whether or not for sale for its own accounta record Holder of any Registrable Common given within fifteen (15) days after receipt of a Participation Notice, the Company shall each will, except as herein provided, cause all such time give prompt notice at least ten (10) Business Days prior Registrable Common, the record Holders of which have so requested registration thereof, to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include be included in such registration statement the number statement, provided that, with respect to all shares of Registrable Securities Common for which registration has been requested, holders of the same class or series as those proposed 8% Convertible Demand Notes so requesting to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number have shares of Registrable Securities intended to be registered by Common included in such Shareholder)registration statement, the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so Common, to be so registered. If any registration pursuant to this Section 2.1 shall be underwritten in whole or in part, provided the Company may require that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting the Registrable Common requested for inclusion pursuant to this Section 2.1 be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) underwriting on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to securities otherwise being sold through the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationunderwriters.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holder) any Company Securities of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) a Shelf Registration (defined below), which will be subject registration relating solely to the provisions sale of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject securities to this Section 2.02, participants in a Company stock plan or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating form which does not include substantially the same information as would be required to Ordinary Shares issuable upon exercise of employee stock options or be included in connection with any employee benefit or similar plan a registration statement covering the sale of the Company or in connection with a direct or indirect acquisition by the Company of another PersonRegistrable Securities), whether or not for sale for its own account, the Company shall each such time give prompt the Holder written notice at least ten twenty (1020) Business Days prior to days before the anticipated initial filing date with the SEC of the such registration statement relating to such registration to each Shareholder(the "Piggyback Registration Statement"), which notice shall set forth the amount of securities the Company and other parties, if any, then contemplate including in such Shareholder’s rights under this Section 2.02 registration and the intended method of disposition of the securities proposed to be offered by the Company. The notice shall offer such Shareholder the opportunity to include in such registration statement registration, subject to and on the terms and conditions hereinafter provided, such number of Registrable Securities as the Holder may request. The Holder shall advise the Company in writing within twenty (20) days after receipt of such notice by the same class or series Company in accordance with Section 4.5, setting forth the amount of Registrable Securities for which registration is requested as those proposed to be registered as each Shareholder may request (a “part of such Piggyback Registration”)Registration Statement. The Company shall, subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended 3.4, cause to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act all of all the Registrable Securities that the Company Holder has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered. The Company shall not be obligated to effect, provided that (A) if such or take any action to effect, any registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to 2.2 during any such time that the Registration Statement is effective date for the resale of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationSecurities.

Piggyback Registration. (ai) If at any time after the completion of the Initial Public Offering prior to a Registration Statement being filed pursuant to Section 2(a) the Company proposes to register file a registration statement (other than a Registration Statement contemplated by Section 2(a)) (an “Offering”) on its own behalf relating to the sale of Equity Securities or on behalf of any Company Securities other person (other than a registration relating solely to the sale of securities to participants in an employee benefit plan, a transaction to which Rule 145 promulgated under the Securities Act (or any other than (i) a Shelf Registration (defined belowsimilar rule or regulation of the SEC is applicable or any other form or type of registration in which Registrable Securities cannot be included pursuant to SEC rule or practice), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, then the Company shall each give not less than twenty (20) business days’ notice (the “Piggyback Notice”) of such time give prompt notice at least ten (10) Business Days prior proposed Offering to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and Investors. The Piggyback Notice shall offer such Shareholder Investors the opportunity to include in such registration statement the Offering such number of Registrable Registerable Securities of (the same class or series as those proposed to be registered “Included Common Shares”) as each Shareholder Investor may request in writing (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses use reasonable efforts to increase the length of the Piggyback Notice to provide more time for the Investors to make an election to participate. An Investor will have ten (10) business days, or such longer period as may be specified by the Company in connection with each the Piggyback RegistrationNotice, after such Piggyback Notice has been delivered to request in writing the inclusion of Included Common Shares in the Offering. If no request for inclusion from an Investor is received within the specified time, such Investor shall have no further right to participate in such Offering; provided, however, that such Investor shall continue to have the right to participate in any future Offerings.

Piggyback Registration. (a) If If, at any time commencing after ____________, 2006, through and including ____________, 2011 [five (5) years from the completion of the Initial Public Offering Effective Date], the Company proposes to register any Company Securities of its securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct merger or indirect acquisition pursuant to Form S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of Representative’s Unit Purchase Options, Representative Units, Representative Warrants, Representative Shares and Warrant Shares underlying the Representative Units, of its intention to do so. If any of the Representatives or other Holders of Representative’s Unit Purchase Options, Representative Units, Representative Warrants, Representative Shares or Warrant Shares underlying the Representative Units, notify the Company within twenty (20) days after receipt of another Person)any such notice of its or their desire to include any of the Representative Units, whether or not for sale for its own accountRepresentative Warrants, Representative Shares and/or Warrant Shares beneficially owned by them in such proposed registration statement, the Company shall afford each of the Representative and each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each ShareholderHolder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in have any of their Representative Units, Representative Warrants, Representative Shares and/or Warrant Shares registered under such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to statement. Notwithstanding the provisions of this Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)7.2, the Company shall use all commercially reasonable efforts to effect have the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, right at any time after giving it shall have given written notice of its intention to register any Company Securities pursuant to this Section 2.02(a7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) and to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationEffective Date thereof.

Piggyback Registration. (a) If at any time later than 180 days after the completion of the Initial Public Offering the Company proposes to register any Company Securities Common Shares under the Securities Act (other than (i) a Shelf Registration (defined below)Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) two Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”). Any such Shareholder may, within two Business Days after the receipt of notice from the Company, request that the Company also effect the registration under the Securities Act of all or any portion of such Shareholder’s Registrable Securities. Thereafter, subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required necessary to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f2.05(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities Common Shares pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after the completion Company shall determine to (x) prepare and file with the Commission a registration statement for the sale of Common Stock or other equity securities of the Initial Public Offering Company (other than a registration statement on Form S-4 or any successor form, or a registration statement on Form S-8 or any successor form), or (y) sell shares of Common Stock or other equity securities of the Company proposes in an underwritten offering pursuant to register a registration statement filed with the Commission on Form S-3 or, if Form S-3 is not available for use by the Company, on Form S-1 (or any Company Securities successor form or other appropriate form promulgated under the Securities Act Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 promulgated under the Securities Act, in each case, either for its own account or for the account of other holders of equity securities in the Company (other than (i) a Shelf Registration (defined belowpursuant to Section 1 and Section 2), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least (i) promptly, but no less than ten (10) Business Days prior to the anticipated filing date of the registration statement relating to (in the case of clause (x) above) or such registration sale (in the case of clause (y) above), give to each Shareholder, which Investor written notice shall set forth such Shareholder’s rights under thereof and (ii) subject to the limits contained in this Section 2.02 and shall offer such Shareholder the opportunity to 3, include in such registration statement or sale, as applicable, all Registrable Securities specified in a written request or requests, made by such Investor; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, other than the Lender Registration Rights Agreement, and (iii) the Registrable Securities and Lender Registrable Securities sought to be included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of and Lender Registrable Securities intended to be registered held by such Shareholderholders), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If the Company at any time after the completion of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act of its securities (other than (i) in a Shelf Registration (defined below)demand registration under Section 6.2, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) in a registration relating solely to employee benefit plans; (iii) in a registration relating solely to a Rule 145 transaction (such as a registered stock merger transaction); or (iv) in a registration relating to a corporate reorganization or other transaction on Form S-8, F-4 or S-4, or any successor or similar formsin each case a foreign equivalent thereof) under the Securities Act, relating it shall give notice to Ordinary Shares issuable upon exercise the Purchaser of employee stock options or in connection with any employee benefit or similar plan such intention. Upon the written request of the Company or in connection with a direct or indirect acquisition by Purchaser given to the Company within twenty (20) days after receipt of another Person), whether or not for sale for its own accountany such notice, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so requested to be registeredregistered in such request. The Company will cause the managing underwriter or underwriters, provided that (A) if any, of any proposed registration of securities of the Company through underwriters in such registration involves an underwritten Public Offeringoffering to permit the Purchaser, all such Shareholders requesting if holding Registrable Securities requested to be included in such registration in the CompanyShareholder’s notice, to include in the registration must sell their for such offering all such requested Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as any securities of the Company included therein; provided, that the Purchaser shall have given customary representations and warranties and indemnifications in connection therewith. If such underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the Purchaser’s Registrable Securities shall be subject to customary underwriter cutbacks applicable to all holders of securities subject to registration in such offering; provided, that such cutbacks shall apply to the Company, Purchaser and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed other participants in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect offering on a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationpro rata basis.

Piggyback Registration. (a) If at any time after Following the completion of the Initial Public Offering Effectiveness Date, if the Company proposes to register any Company Securities Shares under the Securities Act (other than (i) a Demand Registration or a Shelf Registration (defined below)Registration, which will be subject to the provisions of Section ‎Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, respectively, or (ii) a registration on Form S-8, F-4 S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section ‎Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section ‎Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f‎Section 2.05(f) on the same terms and conditions as apply to the CompanyCompany or the Requesting Shareholders, as applicable, and (B) if, at any time after giving notice of its intention to register any Company Registrable Securities pursuant to this Section ‎Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section ‎Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section ‎Section 2.01 or a Shelf Registration to the extent required by Section ‎Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register any Company Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, but other than (i) in connection with a Shelf Registration (defined below)and any resale of Registrable Securities pursuant to a Shelf Registration, which will shall be subject to governed by the provisions terms of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 S-8 or S-4, S-4 or any successor or similar forms, relating to Ordinary Shares Company Equity Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan plans or arrangements of the Company Company, or in connection with a direct merger of the Company into or indirect with another Person or an acquisition by the Company of another PersonPerson or substantially all the assets of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, the Company shall on each such time occasion give prompt written notice at least ten (10) 15 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholderof the Stockholders with rights to require registration of Company Equity Securities hereunder, which notice shall set forth such ShareholderStockholder’s rights under this Section 2.02 and shall offer such Shareholder Stockholder the opportunity to include in such registration statement all or any portion of the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request held by such Stockholder (a “Piggyback Registration”), subject to the restrictions set forth herein; provided, however, that the provisions of Section 2.02(b)2.01 with respect to Registering Stockholders and not this Section 2.02 shall apply to the ability of any Stockholder to participate in any registration being effected pursuant to a Demand Registration contemplated by Section 2.01; and provided, further, that no Stockholder shall be entitled to register any of its Registrable Securities pursuant to this Section 2.02 in the IPO of Company Equity Securities. Upon the request of any such Shareholder Stockholder made within five (5) ten Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended requested to be registered by such ShareholderStockholder), the Company shall use all commercially reasonable its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such ShareholdersStockholders with rights to require registration of Registrable Securities hereunder, to the extent required necessary to permit the disposition of the Registrable Securities so to be registered; provided, provided that (Ai) if such registration involves an underwritten a Public Offering, all such Shareholders Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f2.05(f) (i) on the same terms and conditions as apply to the CompanyCompany or any other selling stockholders, and (Bii) if, at any time after giving notice of its intention to register any Company Registrable Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 2.01. The Stockholder(s) participating in such Piggyback Registration shall be permitted to withdraw all or part of the Registrable Securities from a Shelf Piggyback Registration at any time prior to the extent required by Section 2.03effective time of such Piggyback Registration. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected, provided that the participating Stockholders shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Registrable Securities.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register (including for this purpose a registration effected by the Company for shareholders) any Company Securities of its capital stock or other securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject pursuant to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration statement on Form S-8, F-4 Forms S-4 or S-4, S-8 (or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options ) or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personan exchange offer), whether or not for sale for its own accountthen, subject to the following sentences of this Section 2(a), the Company shall shall, in each case, give written notice of such time give prompt notice at least ten (10) Business Days prior proposed filing to the anticipated filing date holders of the registration statement relating to such registration to each Shareholder, Registrable Stock (which notice shall set forth indicate, to the extent then known, the proposed managing underwriter or underwriters, if such Shareholder’s rights under this Section 2.02 offering is to be underwritten, and such other terms of the proposed offering that the Company reasonably believes to be material to the holders of Registrable Stock) and shall offer such Shareholder the opportunity to include in such registration statement all or a portion of the number of Registrable Securities Stock, of the same class or series as those proposed the stock being offered by the Company and/or selling shareholders, as applicable, owned by such holders which such holders shall request to be registered as each Shareholder may request (a “Piggyback Registration”), subject so included by written notice given by such holders to the provisions of Section 2.02(b). Upon the request of any Company within 10 business days after such Shareholder made within five (5) Business Days after the holders' receipt of such notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholdera "Piggyback Registration"), the . The Company shall use all commercially reasonable its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so Stock requested to register by all be so registered in such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) offering on the same terms and conditions as apply any securities of the Company and/or the selling shareholders, as applicable, of the same class included therein. If the managing underwriter or underwriters of an underwritten offering, if any, advise the holders of Registrable Stock in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the holders of Registrable Stock of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares or securities proposed to be sold in such registration will adversely affect the success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, and/or the selling shareholders, as applicable, as the case may be, can be sold as follows: (i) first, the shares the Company and/or the selling shareholders, as applicable, proposed to sell, (ii) second, the Registrable Stock and other shares of stock requested to be included in such registration by the holders thereof entitled to participate in such registration under any registration rights agreement in effect on the date hereof and (Biii) ifthird, at any time Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under a registration rights agreement effective after giving notice the date hereof. Notwithstanding the above, if the managing underwriter or underwriters of its intention an underwritten offering, if any, advise the Company that it or they intend to register any Company Securities sell, as an over-allotment option, a number of shares or securities in excess of the number of shares of stock requested to be sold by the parties pursuant to this Section 2.02(a2(a) and prior (the "Excess Stock"), the Excess Stock to be sold shall be sold by the effective date holders of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, Registrable Stock and shall be relieved allocated among them pro rata based upon the number of its obligation shares of Registrable Stock that each such holder holds in excess of the stock requested to register any Registrable Securities in connection with such registration. No registration effected under be sold pursuant to this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration2(a).

Piggyback Registration. (a) If If, at any time after the completion of the Initial Public Offering Company becomes eligible to file a registration statement on Form S-3, the Company proposes to register any Company Securities under prepare and file with the Securities Act and Exchange Commission (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii"Commission") a registration statement on Form S-8, F-4 S-3 covering equity or S-4debt securities of the Company, or any such securities of the Company held by its shareholders, other than in connection with a merger, acquisition, pursuant to a registration statement on Form S-4 or Form S-8 or any successor form or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or any registration statement which convers securities previously issued in connection with any employee benefit acquisition or similar plan of the Company or merger (including in connection with a direct or indirect the acquisition by of the Company capital stock of another PersonGametek (UK) Limited and Alternative Reality Technologies, Inc. and certain assets of Gametek (FL), whether or not Inc.) (for sale for its own accountpurposes of this Article 1, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder"Registration Statement"), the Company shall will give written notice of its intention to do so by certified mail ("Notice"), at least 15 days prior to the filing of each such Registration Statement, to the Holder. Upon the written request of the Holder, made within ten days after receipt of the Notice, that the Company include any of the Holder's Shares in the proposed Registration Statement, the Company shall, as to the Holder, use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company Shares which it has been so requested to register by all such Shareholders("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the extent required to permit Holder (other than any commission, discounts or counsel fees payable by the disposition Holder, as further provided in Section 3(c) hereof); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Registrable Securities so Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Shares requested to be registered, provided that when added to the securities being registered by the Company or the selling shareholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (Ai) if such registration involves at a price reasonably related to their then current market value, or (ii) without otherwise having an underwritten Public Offeringadverse effect on the offering, all such Shareholders requesting then the Company may, subject to be included the allocation priority set forth in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Companynext paragraph, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date exclude from such offering all or a portion of the registration statement filed in connection with such registration, the Company shall determine for any reason not Shares which it has been requested to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationregister.

Piggyback Registration. (a) If Except in connection with any Demand Registration pursuant to Section 2.1 hereof, if the Company proposes, at any time after the completion of the Initial First Public Offering the Company proposes Offering, to register any Company Securities Common Stock under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8F-8 or F-4, F-4 or S-8 or S-4, as applicable, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) 15 Business Days prior to the anticipated filing effective date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s 's rights under this Section 2.02 2.2 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities shares of the same class or series as those proposed to be registered Common Stock as each such Shareholder may request (a “"Piggyback Registration”"), subject to the provisions of Section 2.02(b2.2(b) (it being understood that the rights of each Shareholder set forth in this Section 2.2 shall also be applicable to the First Public Offering if the shares of any Shareholder are included in the First Public Offering). Upon the request of any such Shareholder made within five (5) 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities shares of Common Stock intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities Common Stock that the Company has been so requested to register by all such Shareholders, to the extent required requisite to permit the disposition of the Registrable Securities shares of Common Stock so to be registered, ; provided that (Ai) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s 's registration must sell their Registrable Securities Common Stock to the underwriters selected as provided in Section 2.04(f2.4(f) on the same terms and conditions as apply to the CompanyCompany or the Shareholder requesting such registration, as applicable, and (Bii) if, at any time after giving notice of its intention to register any Company Securities Common Stock pursuant to this Section 2.02(a2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesCommon Stock, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities Common Stock in connection with such registration. The Company shall notify the Participating Shareholders if the price for Common Stock to be registered for sale for the account of the Company is expected by the Company to occur outside of any previously publicly announced range; provided that the Company shall not have any such obligation with respect to any registration involving the registration of Common Stock only for the account of parties other than the Company. No registration effected under this Section 2.02 2.2 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.032.1. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. For the avoidance of doubt, participation in a Piggyback Registration shall not in and of itself be deemed to be an exercise of a Shareholder's Demand Registration rights.

Piggyback Registration. (a) If The Company shall give the Shareholders at any time after the completion least 10 days’ prior written notice of the Initial Public Offering the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition each filing by the Company of another Person), whether a registration statement (other than a registration statement on Form S-4 or not Form S-8 or on any successor forms thereto) with the Securities Exchange Commission (the “Commission”) pursuant to which the Company is registering shares of its Common Stock for sale by itself or others for its own accountcash proceeds. If requested by the Shareholders in writing within 20 days after receipt of any such notice, the Company shall each such time give prompt notice shall, at least ten the Company’s sole expense (10) Business Days prior other than the underwriting discounts, if any, payable in respect of the Shares sold by the Shareholders), register all or, at the Shareholders’ option, any portion of the shares of common stock then held by the Shareholders, including all shares of common stock issuable to the anticipated filing date Shareholders upon the exercise, conversion or exchange of other securities now held by the Shareholders (the “Shares”), concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the registration statement relating Shares through the securities exchange, if any, on which the Common Stock is being sold or on the over-the-counter market, and will use its commercially reasonable efforts through its officers, directors, auditors, and counsel to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in cause such registration statement to become effective as promptly as practicable. If the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request managing underwriter of any such Shareholder made within five (5) Business Days after the receipt of notice from offering shall determine and advise the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder)that, in its opinion, the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act distribution of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition or a portion of the Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting Shares requested to be included in the Company’s registration must sell their Registrable Securities to concurrently with the underwriters selected as provided in Section 2.04(f) on securities being registered by the same terms and conditions as apply to Company would adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell itself and (B) ifsecond, at any time after giving notice of its intention the Shares requested to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed be included in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required permitted by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registrationmanaging underwriter.

Piggyback Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes or is required to register any Company Securities of its equity securities for its own account or for the account of any other stockholder under the Securities Act (other than pursuant to (i) a Shelf Registration Underwriting (defined below), which will shall be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined belowgoverned by ‎Section 2.1 hereof) will be subject to this Section 2.02, or (ii) a registration registrations on Form S-8, F-4 S-4 or S-4, Form S-8 or any similar successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personforms thereto), whether or not for sale for its own account, the Company shall each such time give prompt written notice of its intention to do so to the Holders, at least ten five (105) Business Days prior to the anticipated filing date of any Registration Statement under the Securities Act. Upon the written request of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request Holders (a “Piggyback RegistrationRequest”), subject to made within three (3) Business Days following the provisions of Section 2.02(b). Upon the request receipt of any such Shareholder made within five (5) Business Days after the receipt of written notice from the Company (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Shareholderthe Holders and the intended method of distribution thereof), the Company shall shall, subject to ‎Sections 2.2(c), ‎2.3 and ‎2.6 hereof, use all its commercially reasonable efforts to effect cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be registered under the Securities Act of all Registrable Securities with the securities that the Company has been so requested at the time proposes to register by all such Shareholders, to the extent required to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities so to be so registered, provided that (A) including, if such registration involves an underwritten Public Offeringnecessary, all such Shareholders requesting to be included in by filing with the Company’s registration must sell their Registrable Securities SEC a post-effective amendment or a supplement to the underwriters selected as provided in Section 2.04(f) Registration Statement filed by the Company or the Prospectus related thereto. There is no limitation on the same terms and conditions as apply number of such piggyback registrations pursuant to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, preceding sentence which the Company shall determine for any reason not is obligated to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationeffect. No registration of Registrable Securities effected under this Section 2.02 ‎Section 2.2(a) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback RegistrationRegistrations under ‎Section 2.1 hereof.

Piggyback Registration. If the Registration Statement described in Section 2 is not effective by the Due Date, and no demand for a Demand Registration Statement has been made pursuant to Section 3, and if (abut without any obligation to do so) If at any time after the completion of the Initial Public Offering the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any Company Securities of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a Shelf Registration (defined below), which will be subject registration relating solely for the sale of securities to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, participants in a Company stock plan or (ii) a registration on Form S-8, F-4 or S-4, S-4 promulgated under the Securities Act or any successor or similar forms, relating to Ordinary Shares form registering stock issuable upon exercise a reclassification, upon a business combination involving an exchange of employee stock options securities or in connection with any employee benefit or similar plan upon an exchange offer for securities of the issuer or another entity), the Company or in connection with shall, at such time, promptly give each Holder written notice of such registration (a direct or indirect acquisition "Piggyback Registration Statement"). Upon the written request of each Holder given by fax within ten (10) days after mailing of such notice by the Company Company, which request shall state the intended method of another Person), whether or not for sale for its own accountdisposition of such shares by such Holder, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed cause to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so that each such Holder has requested to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice . The rights of its intention to register any Company Securities Holders pursuant to this Section 2.02(a) 4 will be limited to one Piggyback Registration Statement and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason is not obligated to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No effect a demand registration effected under this Section 2.02 shall relieve 4 if in the opinion of counsel to the Company of its obligations to effect a Demand Registration reasonably acceptable to the extent required by Section 2.01 person or a Shelf Registration persons from whom written request for registration has been received (and satisfactory to the extent Company's transfer agent to permit the transfer) that registration under the Act is not required by Section 2.03. The Company shall pay for the immediate transfer of all Registration Expenses in connection with each Piggyback Registrationof the Registrable Securities pursuant to Rule 144 or other applicable provision.

Piggyback Registration. (ai) If If, at any time after the completion that any of the Initial Public Offering Registrable Securities (as defined below) are outstanding, the Company proposes to prepare and file with the Securities and Exchange Commission, or an equivalent foreign governmental authority (in the event that the Company proposes to register any Company Securities under its securities on a foreign securities market) (in either event, the Securities Act “Commission”) one or more registration statements or similar statements (other than (i) a Shelf Registration (defined below)except in connection with an initial public offering of its securities, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined 5.2.(a)(iii) below) will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4post-effective amendments thereto covering equity securities of the Company, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan such securities of the Company or held by its securityholders (in any such case, other than in connection with a direct merger, acquisition or indirect acquisition by pursuant to Form S-8 or successor form) (collectively, the “Registration Statement”) and such Registration Statement allows other securityholders of the Company of another Person), whether or not for sale for its own accountto register their securities thereunder, the Company shall will give written notice of its intention to do so by registered mail (“Notice”), at least twenty (20) days prior to the initial filing of each such time give prompt notice at least Registration Statement, to all holders of the Registrable Securities. Upon written request within ten (10) Business Days prior to the anticipated filing date days after receipt of the registration statement relating to such registration to each ShareholderNotice, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder may request a holder (a “Piggyback RegistrationRequesting Holder”), subject to the provisions of Section 2.02(b). Upon the ) may request of any such Shareholder made within five (5) Business Days after the receipt of notice from that the Company (which request shall specify include any of the number of Requesting Holder’s Registrable Securities intended to be registered by such Shareholder)in the proposed Registration Statement, and the Company shall shall, as to each such Requesting Holder, use all commercially reasonable best efforts to effect the registration under the Securities Act or any similar act, rule or regulation of all any foreign governmental authority on which the Company’s securities are traded, of the Registrable Securities that the Company which it has been so requested to register by (“Piggyback Registration”); provided, however, that if, in the written opinion of the Company’s managing underwriter, if any, for such offering, or the Company, the inclusion of all such Shareholders, to the extent required to permit the disposition or a portion of the Registrable Securities so requested to be registered, provided that (A) if such registration involves an underwritten Public Offeringwhen added to the securities being registered by the Company or the selling securityholder(s), all such Shareholders requesting to be included in will exceed the maximum amount of the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.’s