Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, The Company agrees that if the Partnership shall propose it proposes to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), with respect to any of its shares on a Form S-1 or S-3 with the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offeringand Exchange Commission, then any Holder’s ability the Company shall give prompt written notice to include its desired amount each Purchaser and, subject to the advice of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter (if any) described below, shall include in such registration (a “Piggyback Registration”), all of the Registrable Securities (as defined below) with respect to which the Company has received written requests for inclusion therein within 15 days after the date of the Company’s notice. The Company may postpone or withdraw the filing or effectiveness of a Piggyback Registration in its sole discretion. Each Purchaser shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to effectiveness of such Underwritten Offering advises registration. If a Piggyback Registration is an underwritten primary offering on behalf of the Partnership Company, and the Holder managing underwriters advise the Company in writing that in its their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder equity securities requested to be included in such Underwritten Offering registration exceeds the number which can be sold in such offering and/or that the number of shares of Registrable Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Purchasers on the basis of the number of shares requested to be registered by such Purchasers; provided that in any event the Purchasers shall be reduced on a Pro Rata basis entitled to register the aggregate amount that offer and sale or distribute at least 25% of the managing underwriter deems will not have such material and adverse effect. In connection with securities to be included in any such Underwritten Offeringregistration. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters advise the Company in writing that in their opinion the number of securities requested to facilitate be included in such registration exceeds the Underwritten Offering and sale number which can be sold in such offering and/or that the number of shares of Registrable Securities therein. No Holder may participate proposed to be included in any such registration would adversely affect the Underwritten Offering unless it agrees price per share of the Company’s equity securities to sells its be sold in such offering, the Company shall include in such registration the securities requested to be included therein (including the Registrable Securities covered by requested to be included in such registration), pro rata among the Registration Statement holders of such securities on the terms and conditions basis of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms number of shares requested to be registered by such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableholders.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time If, after the 180th day after date hereof, the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement (registration statement under the Securities Act providing for a public offering of the Company’s securities, other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form S-8 or Form S-4 or an offering on any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement that does not permit secondary salesor Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”), the Partnership shall Company will notify all Holders each Holder of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts and afford each Holder an opportunity to include in such Piggyback Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in any such Piggyback Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in such Piggyback Registration Statement and provide, as a condition to such inclusion, such information regarding itself, the Registrable Shares held by it and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities held Act to effect the registration of the Registrable Shares. Any election by any Holder to include any Registrable Shares in such Piggyback Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion will not affect the inclusion of all or some such Registrable Securities would adversely and materially affect Shares in the timing or success of Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Underwritten OfferingPiggyback Registration Statement; provided, however, that at such time, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right to terminate or withdraw any remove from the Mandatory Shelf Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior the Registrable Shares sold pursuant to the effective date of the Piggyback Registration Statement or the pricing date of the Underwritten Offering, as applicableStatement.

Piggyback Registration. At (a) If at any time after the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file (i) a Registration Statement prospectus supplement to an effective shelf registration statement, or (ii) a registration statement, other than a shelf registration statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act (a demand made “Shelf Registration Statement”), in either case, for the sale of Ordinary Shares for its own account to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Company Underwritten Offering”) then as soon as practicable but not less than ten (10) days prior to the filing of (x) any preliminary prospectus supplement relating to such Company Underwritten Offering pursuant to Section 7.12(a)Rule 424(b) for an offering of Partnership Interests for cash under the Securities Act, (other than an offering relating solely to an employee benefit plan, an offering y) the prospectus supplement relating to a transaction on Form S-4 such Company Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or an offering on any (z) such registration statement that does not permit secondary sales)statement, as the case may be, the Partnership Company shall notify all Holders give notice of such proposal at least five Business Days before proposed Company Underwritten Offering to the proposed filing date. The Partnership Holders and such notice shall use commercially reasonable efforts offer the Holders the opportunity to include in such Company Underwritten Offering such number of Registrable Securities held by any Holder in such Registration Statement (the “Included Registrable Securities”) as each such Holder may request in writing. The notice required to be provided in this Section 5(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have twenty (20) days after receiving such notice to request inclusion of Registrable Securities in a Notice received by the Partnership within two Company Underwritten Offering, except that such Holder shall have one (1) Business Days of Day after such Holder’s Holder confirms receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount request inclusion of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities the Company Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Company Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for conduct an underwritten offering of Partnership Interests Common Stock for cash (other than whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales) (an “Underwritten Offering”), the Partnership Company shall promptly notify all Holders the Holder of such proposal reasonably in advance of (and in any event at least five Business Days before before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested Underwritten Offering advise the Company that in their reasonable opinion that the inclusion of any of the Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to the Holder and the Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Partnership Piggyback Notice shall offer the Holder the opportunity to include for registration in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of the Holder which are subject to an effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice for which the Company has received by the Partnership written requests for inclusion therein within two three Business Days of such Holder’s receipt of after sending the notice from the PartnershipPiggyback Notice. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability Holder decides not to include all of its desired amount of Registrable Securities in such any Registration Statement thereafter filed by the Company, the Holder shall be conditioned on such Holder’s inclusion of all such nevertheless continue to have the right to include any Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all any subsequent Registration Statement or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested Registration Statements as may be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested filed by the managing underwriters Company with respect to facilitate the Underwritten Offering and sale offerings of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on Common Stock, all upon the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableset forth herein.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership The Company shall propose cause such Warrant Shares to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering registration and shall be reduced on a Pro Rata basis use its reasonable best efforts to the aggregate amount that cause the managing underwriter deems will not have or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such material and adverse effectWarrant Shares in accordance with the intended method(s) of distribution thereof. In connection with any such Underwritten Offering, the Partnership and the Selling All Holders involved proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form that is with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters Company (which information shall be limited to facilitate that which is required for disclosure under the Underwritten Offering 1933 Act and sale of Registrable Securities therein. No Holder may participate the forms, rules and regulations promulgated thereunder) to be included in the Underwritten Offering unless it agrees registration statement timely or the Company may elect to sells its Registrable Securities covered by exclude such Holder from the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreementregistration statement. Any Holder may withdraw from such Underwritten Offering by notice In addition, to the Partnership and extent the managing underwriter; provided such notice is delivered prior to Company does not maintain an effective registration statement for the launch Warrant Shares, for a period of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(bfive (5) prior to years from the effective date of the Registration Statement Statement, the Holder shall be entitled to (a) one (1) demand right for the registration of the Warrant Shares at the Company's expense (other than any underwriting discounts, selling commissions, share transfer taxes applicable to the sale of the Warrant Shares, and fees and disbursements of counsel for the Holder) and (b) one (1) additional demand right for the registration of the Warrant Shares at the Holder's expense (each, a "Demand Registration"). In the event of a Demand Registration, the Company shall use its reasonable best efforts to register the applicable Warrant Shares. All Holders of Warrant Shares proposing to distribute their securities through a Demand Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Demand Registration. Furthermore, each Holder must provide such information as reasonably requested by the Company (which information shall be limited to that which is required for disclosure under the 1933 Act and the forms, rules and regulations promulgated thereunder) to be included in the registration statement timely or the pricing date Company may elect to exclude such Holder from the registration statement. Notwithstanding the foregoing, the registration rights described in this Section 5 shall be subject to limitations imposed by the Commission's rules or comments of the Underwritten OfferingCommission staff in connection with its review of the registration statement for any such resale registration. Moreover, notwithstanding the foregoing registration obligations of the Company, if the Company furnishes to the Holders requesting a Demand Registration a certificate signed by the Company's chief executive officer stating that in the good faith judgment of the Company's Board of Directors it would be materially detrimental to the Company and its shareholders for a registration statement to either become effective or remain effective for as applicablelong as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the 1933 Act or 1934 Act, then the Company shall have the right to defer taking action with respect to such Demand Registration or withdraw a related registration statement for a period of not more than forty-five (45) calendar days; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period or during the twelve (12) month period prior to the Termination Date.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.13(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such HolderXxxxxx’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.13(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.13(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for conduct an underwritten offering of Partnership Interests Common Stock for cash (other than whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales) (an “Underwritten Offering”), the Partnership Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested Underwritten Offering advise the Company that in their reasonable opinion that the inclusion of any of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Partnership Piggyback Notice shall offer the Holders the opportunity to include for registration in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to an effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice for which the Company has received by the Partnership written requests for inclusion therein within two three Business Days of such Holder’s receipt of after sending the notice from the PartnershipPiggyback Notice. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability a Holder decides not to include all of its desired amount of Registrable Securities in such any Registration Statement thereafter filed by the Company, such Holder shall be conditioned on such Holder’s inclusion of all such nevertheless continue to have the right to include any Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all any subsequent Registration Statement or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested Registration Statements as may be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested filed by the managing underwriters Company with respect to facilitate the Underwritten Offering and sale offerings of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on Common Stock, all upon the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableset forth herein.

Piggyback Registration. At any time after (a) Following the 180th day after occurrence of an Event of Default (as defined in the Closing DateCredit Agreement), if the Partnership shall at any time propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) registration statement under the Securities Act for an offering, or otherwise conduct an offering (whether proposed to be offered for sale by the Partnership or by any Person) of equity securities of the Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to ) (a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales“Piggyback Registration”), the Partnership shall notify all Holders of such proposal at least five Business Days before give the proposed filing date. The Partnership Administrative Agent notice thereof and shall use commercially its reasonable best efforts to include conduct such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request offering in a Notice received by manner which would permit the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount inclusion of Registrable Securities in such Registration Statement offering and include such number or amount of Registrable Securities (the “Included Registrable Securities”) held by each Holder as such Holder requests in writing. If the proposed offering pursuant to this Section 2.2(a) shall be conditioned on an underwritten offering and the Managing Underwriter(s) of such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided thatoffering, in the event that the managing underwriter of such Underwritten Offering advises their good faith opinion, advise the Partnership and the Holder Holders who have made a request in writing to include Registrable Securities, that in its opinion the inclusion of all or some of the Holders’ Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringoffering, the amount Partnership shall include in such offering only that number or amount, if any, of Registrable Securities that each Selling Holder requested held by such Holders which, in the good faith opinion of the Managing Underwriter(s), will not so adversely and materially affect the offering, and the number of Registrable Securities to be included in such Underwritten Offering offering shall be reduced allocated among the Holders that have requested in writing to have Registrable Securities included in such offering on a Pro Rata pro rata basis to based on the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities thereinrequested by each such Holder to be included in such offering. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered Except as set forth herein, all Registration Expenses of any such registration and offering shall be paid by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering Partnership, without reimbursement by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableHolder.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership Company shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.20(a)) for an offering of Partnership Membership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership Company shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership Company shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership Company within two Business Days of such Holder’s receipt of the notice from the PartnershipCompany. If the Registration Statement about which the Partnership Company gives notice under this Section 7.12(b7.20(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership Company and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Membership Interests therein, including indemnification of the underwriters and representations and covenants, in each case upon customary terms. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.20(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At If at any time after the 180th day after the Closing Date, if other than in connection with the Partnership shall propose to file a proposed underwritten public offering contemplated by that certain Registration Statement on Form S-1 filed with the Commission on December 22, 2016, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than than, pursuant to an underwritten public offering where no other shares of selling stockholders are included for registration thereon, a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering registration statement on Form S-8, Form S-4 and /or registration relating solely to an employee benefit the sale of securities to participants in a Company stock plan, an offering a registration relating to a corporate reorganization or other transaction on Form S-4 or an offering under Rule 145 of the Securities Act, a registration on any registration statement form that does not permit secondary salesinclude substantially the same information as would be required to be included in a registration statement covering the sale of the Common Stock issued pursuant to this Agreement and the Underlying Shares (the “Registrable Securities”), the Partnership shall notify all Holders Company shall, at such time, promptly give Purchaser written notice of such proposal at least five Business Days before registration. Upon the proposed filing date. The Partnership written request of Purchaser given within twenty (20) days after mailing of such notice by the Company, the Company shall use commercially reasonable efforts to include such number cause to be registered under the Securities Act all of the Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offeringthat Purchaser has requested to be registered, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided thatprovided, in the event that however, if the managing underwriter of such Underwritten Offering advises an underwritten offering shall advise the Partnership and the Holder in writing Company that in its opinion the inclusion of all or some Registrable Securities requested to be included in the registration statement would adversely and materially affect cause an adverse effect on the timing or success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the Underwritten OfferingCompany shall be required to use commercially reasonable efforts to include in such registration statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (i) first securities proposed by the Company to be sold for its own account, (ii) second Registrable Securities that each Selling Holder and (iii) securities of other selling security holders requested to be included in such Underwritten Offering registration. The Company shall be reduced on pay all Registration Expenses (as defined below) incurred in connection with a Pro Rata basis registration of Registrable Securities, whether or not such registration statement shall become effective; provided that each Investor shall pay all underwriting discounts, commissions and transfer taxes, and their own counsel and accounting fees, if any, relating to the aggregate amount that sale or disposition of such Investor’s Registrable Securities pursuant to such registration statement. As used herein, “Registration Expenses” means any and all reasonable and customary expenses incident to performance of or compliance with the managing underwriter deems will not have such material registration rights set forth herein, including, without limitation, (i) all SEC and adverse effect. In stock exchange or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses of complying with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with any such Underwritten Offeringblue sky qualifications of the Registrable Securities but no other expenses of or disbursements by the underwriters or their counsel), (iii) all printing, messenger and delivery expenses, and (iv) the Partnership reasonable fees and disbursements of counsel for the Company and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableCompany’s independent public accountants.

Piggyback Registration. At any time If, after the 180th day after date hereof, the Closing Date, if the Partnership shall propose Company proposes (A) to file a Registration Statement (registration statement under the Securities Act providing for a public offering of the Company’s equity securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”) or (B) conduct and Underwritten Offering pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)Piggyback Registration Statement, the Partnership shall Company will notify all Holders Holding of such proposal at least five Business Days before the proposed filing date. The Partnership and Holding shall use commercially reasonable efforts be given an opportunity to include such number of Registrable Securities held by any Holder in such Piggyback Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an or Underwritten Offering, then as applicable, all or any Holderpart of Holding’s ability Registrable Shares; provided, however, that the Company shall not be required to provide such notice and Holding shall not be given an opportunity to include its desired amount of Registrable Securities in such Piggyback Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in to the Underwritten Offering; provided that, in the event that extent Company has been advised by the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all any Registrable Shares for sale for the benefit of Holding will have a materially adverse effect on the price, timing, marketing or some Registrable Securities would adversely and materially affect the timing or success distribution of the Underwritten OfferingCommon Stock. If EnCap Energy Capital Fund VI, L.P. (“EnCap”) has an Affiliate who is an officer or director of the amount Company, within ten (10) Business Days after delivery of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested above-described notice by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have Company, Holding has the right to terminate or withdraw any notify the Company in writing of its intention to include Registrable Shares in the Piggyback Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable, and, in such notice, shall inform the Company of the number of Registrable Shares Holding wishes to include in such Piggyback Registration Statement or Underwritten Offering, as applicable, and provide, as a condition to such inclusion, such information regarding itself and its Registrable Shares as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Registrable Shares; provided, however, if EnCap does not have an Affiliate who is an officer or director of the Company, Holding shall provide such notice within three (3) Business Days (or one (1) Business Day in the case of an “overnight” offering or “bought deal”) after delivery of the above-described notice by the Company. If such written notification of Holding’s intent to include shares in such Piggyback Registration Statement or Underwritten Offering, as applicable, is not received by the Company within the time-frame specified in the immediately preceding sentence, Holding shall have no right to include Registrable Shares in such Piggyback Registration Statement or Underwritten Offering, as applicable. Inclusion of any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement, at which time the Company may remove from the Mandatory Shelf Registration Statement such Registrable Shares.

Piggyback Registration. At any time after Whenever the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten public offering of Common Stock by the Company for its own account or for the account of any stockholders of the Company (other than a registration statement filed pursuant to a demand made pursuant to either Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 2 or an offering on any registration statement that does not permit secondary sales4 hereof), the Partnership Company shall notify all Holders give written notice (the "Offering Notice") of such proposal proposed filing to each of the Holders at least five Business Days 30 days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice "Piggyback Registration") must be received by the Partnership Company within two Business Days 15 days after the Offering Notice is given. The Company shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering, if any, to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on the same terms and conditions as the common stock of the Company or, if such Holder’s inclusion offering is for the account of all other stockholders, the common stock of such Registrable Securities in stockholders included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises a proposed underwritten offering advise the Partnership and the Holder Company in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Common Stock, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Common Stock. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced pro rata on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering registration to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter or underwriters. The number of securities to be offered for the accounts of the Holders shall be reduced on a Pro Rata basis to zero before the aggregate amount that number of securities to be offered for the managing underwriter deems will not have such material and adverse effectaccounts of the Priority Holders is reduced. In The Company shall pay all Registration Expenses incurred in connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablePiggyback Registration.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.13(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.13(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.13(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section ‎Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section ‎Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section ‎Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At If there is a PRGX-initiated registration (a "PRGX Registration") or a registration initiated by the holders of rights under the August Registration Rights Agreement (the "Berkshire Holders"), or any time after other stockholder of the 180th day after the Closing Date, if the Partnership shall propose Company with contractual rights to file initiate such registration (each a Registration Statement "Stockholder Registration") (other than a registration effected pursuant to Article I(a) hereof prior to January 24, 2004 or a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating registration effected solely to register an employee benefit or dividend reinvestment plan, to effect a business combination pursuant to Rule 145 or conduct an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary salesexchange offer), the Partnership shall notify all Holders PRGX will give each Holder written notice of such proposal at least five Business Days before registration. Upon the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number written request of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership given within two Business Days ten (10) days after mailing of such Holder’s receipt notice by PRGX in accordance with Section 9.1, PRGX shall, subject to the provisions below regarding underwritten registrations, cause to be registered under the Securities Act all of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling such Holder has requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effectregistered. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into offering involving an underwriting agreement of shares of PRGX's capital stock, PRGX shall not be required under this Article II to include any of the Holders' securities in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering such underwriting unless it agrees to sells its Registrable Securities covered by the Registration Statement on they accept the terms and conditions of the underwriting agreement as agreed upon between PRGX and completes the underwriters selected by it, and delivers all necessary documents and information reasonably then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering. If the total amount of securities, including Registrable Securities, to be included in such offering exceeds the amount of securities to be sold that the underwriters determine in their sole discretion is compatible with the success of the offering, then PRGX shall be required under to include in the terms offering only that number of such underwriting agreementsecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering of the securities so included. Any Holder may withdraw Securities shall be excluded from a PRGX Registration in the order set forth below: First, the number of shares requested to be registered for the account of persons, if any, whose rights to have their shares included in such Underwritten Offering by notice registration are subordinate to the Partnership rights granted pursuant to this Agreement shall be reduced as required; Second, the number of shares eligible to be registered for the account of the Holders and the managing underwriternumber of shares eligible to be registered by the Berkshire Holders, if any, shall be reduced, as required, so Holders of registration rights granted pursuant to this Agreement shall be entitled to sell (i) if such Registrable Securities requested to be included by such Holders include only Xxxx Designated Shares and any shares requested to be included by Berkshire Holders pursuant to the August Registration Rights Agreement include only Berkshire Designated Shares (as defined in the August Registration Rights Agreement), up to 50% of the total Registrable Securities allocated for sale in the offering by the Holders and the Berkshire Holders, in the aggregate, and the Berkshire Holders shall be entitled to sell up to 50% of the total Registrable Securities allocated for sale in the offering by Holders and the Berkshire Holders, in the aggregate, or (ii) if such Registrable Securities requested to be included by such Holders include any Registrable Securities other than Xxxx Designated Shares or if any shares requested to be included by Berkshire Holders pursuant to the August Registration Rights Agreement include shares other than Berkshire Designated Shares, the Holders shall be entitled to sell up to 60% of the total Registrable Securities allocated for sale in the offering by the Holders and the Berkshire Holders, in the aggregate, and the Berkshire Holders shall be entitled to sell up to 40% of the total Registrable Securities allocated for sale in the offering by Holders and the Berkshire Holders, in the aggregate; provided provided, however, that, to the extent that the number of shares the Holders or the Berkshire Holders, in the aggregate, are entitled to register pursuant to this sentence exceeds the number that such notice is delivered holders actually seek to register, then such excess shall be added to the number of shares that the Holders or the Berkshire Holders, respectively, shall be entitled to register; Third, those shares to be included in satisfaction of any superior contractual registration rights, if any; Last, those shares to be included for the account of the Company, if any. Securities shall be excluded from a Stockholder Registration (other than a Demand Registration with respect to Purchased Shares prior to January 24, 2004) in the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.order set forth below:

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership Company shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Company Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership Company shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership Company shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership Company within two Business Days of such Holder’s receipt of the notice from the PartnershipCompany. If the Registration Statement about for which the Partnership Company gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership Company and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file conduct a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an registered offering of Partnership Interests for cash Common Stock (other than whether a registered offering of Common Stock by the Company or a registered offering of Common Stock by the Company’s stockholders (including a Requested Underwritten Offering), or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 (or any similar forms adopted after the date hereof as replacements therefor) or an offering on any registration statement form that does not permit secondary sales), the Partnership Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before before) the commencement of such offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering (other than a Requested Underwritten Offering) advise the Company that in their reasonable opinion that the inclusion of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Partnership Piggyback Notice shall offer the Holders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to such effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such number of Registrable Securities held by any Holder in such Piggyback Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the Underwritten Offering; case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided thatthat such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in connection with the offering (and any related registration, if applicable) pursuant to Regulation S-K promulgated under the Securities Act. If, following the receipt of a Piggyback Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Piggyback Registration, Eclipse Holdings shall send written notice to the event Limited Partners participating in such Resale Distribution that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, (i) specifies the amount of Registrable Securities that each Selling Holder requested be included Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution and (ii) sets forth the information contained in the Piggyback Notice, and the Limited Partners may thereafter include such Underwritten Offering shall be reduced on a Pro Rata basis Registrable Securities in the Piggyback Registration if written notice is provided by the Limited Partners to the aggregate amount that Company within the managing underwriter deems will not have such material time periods, and adverse effect. In connection with any such Underwritten Offeringthe required information, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate set forth in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableprevious sentence.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.Securities

Piggyback Registration. At any time after the 180th day after the IPO Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a7.13(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.13(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.13(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such HolderXxxxxx’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided Offering; provided, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided underwriter; provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time If, after the 180th day after the Closing Datedate hereof, if the Partnership shall propose Lone Pine proposes (i) to file a Registration Statement (registration statement under the Securities Act providing for a public offering of Lone Pine’s equity securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”); and/or (ii) to file a Canadian Prospectus providing for a public offering of Lone Pine’s equity securities in one or more Eligible Jurisdiction (a “Piggyback Canadian Prospectus”), or (iii) conduct an Underwritten Offering pursuant to a demand made pursuant to Section 7.12(a)) for an offering Piggyback Registration Statement or a Piggyback Canadian Prospectus, Lone Pine will notify Forest of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership and Forest shall use commercially reasonable efforts be given an opportunity to include in the public offering provided for under such number of Registrable Securities held by any Holder in such Piggyback Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities or Piggyback Canadian Prospectus or in the Underwritten Offering, as applicable, all or any part of the Registrable Shares; provided provided, however, that, except as set forth below, Forest shall not be given an opportunity to include Registrable Shares in any Underwritten Offering to the event extent that Lone Pine has been advised by the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all any Registrable Shares for sale for the benefit of Forest will have a materially adverse effect on the price, timing, marketing, or some Registrable Securities would adversely and materially affect the timing or success distribution of the Underwritten OfferingCommon Stock; provided, the amount of Registrable Securities further that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis notwithstanding any provision to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offeringcontrary in this Section 2.2, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Forest shall have the right to terminate include Registrable Shares in any Underwritten Offering subject to this Section 2.2 in a number up to the greater of (i) 20% of the number of shares of Common Stock to be sold in such Underwritten Offering or withdraw any (ii) the number of Registrable Shares that Forest could include in such Underwritten Offering without regard to this provision. If Forest has an Affiliate who is an officer or director of Lone Pine, within 10 Business Days after delivery of the above-described notice by Lone Pine, Forest has the right to notify Lone Pine in writing of its intention to include Registrable Shares in the public offering provided for under such Piggyback Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement Piggyback Canadian Prospectus or the pricing date of in the Underwritten Offering, as applicable, and, in such notice, shall inform Lone Pine of the number of Registrable Shares that Forest wishes to so include, as applicable, and provide, as a condition to such inclusion, such information regarding itself and its Registrable Shares as is required pursuant to Regulation S-K promulgated under the Securities Act and/or applicable Canadian Securities Laws to effect the registration and/or qualification of the Registrable Shares; provided, however, that if Forest does not have an Affiliate who is an officer or director of Lone Pine, Forest shall provide such notice within three Business Days (or one Business Day in the case of an “overnight” offering or “bought deal”) after delivery of the above-described notice by Lone Pine. If such written notification of Forest’s intent to include Registrable Shares in the public offering provided for under such Piggyback Registration Statement or Piggyback Canadian Prospectus or in the Underwritten Offering, as applicable, is not received by Lone Pine within the time-frame specified in the immediately preceding sentence, Forest shall have no right to so include any Registrable Shares. Inclusion of any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement, at which time Lone Pine may remove from the Mandatory Registration Statement such Registrable Shares.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.12 (b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (1) If JCC Holding at any time after the 180th day after the Closing Date, if the Partnership shall propose proposes to file a Registration Statement (registration statement under the Securities Act with respect to any Underwritten Offering by JCC Holding for its own account or for the account of holders of any Common Stock, securities convertible into Common Stock or warrants, options or other than pursuant rights to a demand made pursuant purchase Common Stock, to Section 7.12(a)) for an offering of Partnership Interests be offered for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary salesS-8), the Partnership then JCC Holding shall notify all Holders in each case give written notice of such proposal proposed filing to the Holders at least five Business Days twenty (20) days before the proposed anticipated filing date. The Partnership , and such notice shall use commercially reasonable efforts offer (a "Piggyback Registration Offer") such Holders the opportunity to include such number all of the Registrable Securities held by them in such registration statement (a "Piggyback Registration"). In such event the right of any Holder to registration pursuant to this Section 4(a) may be conditioned upon such Holder's participation in such Registration Statement as each Holder shall request in a Notice received by underwriting and of the Partnership within two Business Days of inclusion such Holder’s receipt of 's Registrable Securities in the notice from underwriting to the Partnershipextent provided herein. If the Registration Statement about which the Partnership gives notice any such Holder desires to have Registrable Securities registered and included in such Underwritten Offering under this Section 7.12(b4(a) is such Holder shall so notify JCC Holding in writing within ten days after the receipt by such Holder of the written notice provided for an Underwritten Offering, then any Holder’s ability to include its desired in the preceding sentence (which notification shall set forth the amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of for which registration is requested), and JCC Holding will use its best efforts to cause all such Registrable Securities to be registered under the Securities Act to the extent requisite to permit the disposition in the such Underwritten Offering; provided thatprovided, in the event however, that if the managing underwriter or underwriters of such Underwritten Offering advises the Partnership and the Holder offering, as selected by JCC Holding, shall advise JCC Holding in writing that in its or their opinion the inclusion total amount or kind of all securities that the Holders, JCC Holding and any other Persons or some Registrable Securities would adversely and materially affect entities intend to include in such offering exceeds the amount that can be sold in such offering without an adverse effect on the price, timing or success distribution of the Underwritten Offeringsecurities offered by JCC Holding, JCC Holding shall be required to include in such registration only the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount and securities of other persons or entities, if any, that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offeringor underwriters determine, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.their sole

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about for which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.12 (b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after (a) Following the 180th day after the Closing Dateoccurrence of an Event of Default, if the Partnership shall at any time propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) registration statement under the Securities Act for an offering, or otherwise conduct an offering (whether proposed to be offered for sale by the Partnership or by any Person) of equity securities of the Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to ) (a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales“Piggyback Registration”), the Partnership shall notify all Holders of such proposal at least five Business Days before give the proposed filing date. The Partnership Administrative Agent notice thereof and shall use commercially its reasonable best efforts to include conduct such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request offering in a Notice received by manner which would permit the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount inclusion of Registrable Securities in such Registration Statement offering and include such number or amount of Registrable Securities (the “Included Registrable Securities”) held by each Holder as such Holder requests in writing. If the proposed offering pursuant to this Section 2.2(a) shall be conditioned on an underwritten offering and the Managing Underwriter(s) of such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided thatoffering, in the event that the managing underwriter of such Underwritten Offering advises their good faith opinion, advise the Partnership and the Holder Holders who have made a request in writing to include Registrable Securities, that in its opinion the inclusion of all or some of the Holders’ Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringoffering, the amount Partnership shall include in such offering only that number or amount, if any, of Registrable Securities that each Selling Holder requested held by such Holders which, in the good faith opinion of the Managing Underwriter(s), will not so adversely and materially affect the offering, and the number of Registrable Securities to be included in such Underwritten Offering offering shall be reduced allocated among the Holders that have requested in writing to have Registrable Securities included in such offering on a Pro Rata pro rata basis to based on the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities thereinrequested by each such Holder to be included in such offering. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered Except as set forth herein, all Registration Expenses of any such registration and offering shall be paid by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering Partnership, without reimbursement by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableHolder.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At If at any time after the 180th day after Company shall ----------------------- determine to register under the Closing Date, if the Partnership shall propose to file a Registration Statement Securities Act (other than including pursuant to a demand made of any security holder of the Company exercising registration rights) any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely upon exercise of stock options, shares issuable solely pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating plans or shares to a transaction on Form S-4 or an offering be registered on any registration statement form that does not permit secondary sales), the Partnership it shall notify all Holders give Xxxxxxxxx and each Holder of Warrant and Warrant Securities (collectively referred to in this Article VI as "Holder of Registrable Securities") written notice of such proposal determination at least five Business Days before thirty (30) days prior to each such filing. If within fifteen (15) days after receipt of such notice, any Holder shall so request in writing, the proposed filing dateCompany shall include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant and Warrant Securities (collectively referred to in this Article VI as "Registrable Securities") that such Holder requests to be registered. The Partnership Any Registrable Securities which are included in any underwritten offering under this Section 6.01 shall use commercially reasonable efforts to include be sold upon such number terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by disapproves of the Partnership within two Business Days terms of such Holder’s receipt of underwriting, such Holder may elect to withdraw therefrom by written notice to the notice from Company and the Partnershipunderwriter, if any. If the Registration Statement about registration as to which the Partnership gives notice under this Section 7.12(b) is given as provided above is for an Underwritten Offeringa public offering which is firmly underwritten by one or more underwriters, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities and if in the Underwritten Offering; provided that, in the event that good faith judgment of the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion underwritten public offering the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by a request for registration by the Registration Statement on Holder of Registrable Securities would reduce the terms and conditions number of shares to be offered by the Company or interfere with the successful marketing of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under shares offered by the terms Company, the number of such underwriting agreement. Any Registrable Securities to be included in the underwritten public offering may be reduced in the following manner: the Common Stock held by persons other than the Holder may withdraw of Registrable Securities shall be excluded from such Underwritten Offering by notice the underwritten public offering to the Partnership and extent required by the managing underwriter; provided , and if a further reduction in the number of shares is required by the managing underwriter, such notice shares to be deleted shall be selected pro rata from among the Holders of Registrable Securities requesting inclusion in such registration. Those Registrable Securities which are thus excluded from the underwritten public offering shall be withheld from the public market by the holders thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines is delivered prior necessary in order to effect the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwritten public offering.

Piggyback Registration. At any time after (a) If the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant registration statement under the 1933 Act with respect to a demand made pursuant to Section 7.12(a)) for an offering by the Company for its own account or for the account of Partnership Interests for cash any other Person of Common Stock (other than an offering relating solely excluding, however, a security convertible into Common Stock) then the Company shall in each case give written notice of such proposed filing to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal Registrable Securities at least five Business Days fifteen days before the proposed anticipated filing date. The Partnership , and such notice shall use commercially reasonable efforts offer such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in (a Notice received by the Partnership within two Business Days "Piggyback Registration"). Subject to subsections (b), (c), (d) and (e) of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is 2.1, the Company shall include in each such Piggyback Registration all Registrable Securities requested to be included in the registration for an Underwritten Offering, then any Holder’s ability such offering. The Company shall cause the managing underwriter or underwriters of a proposed underwritten offering to include its desired amount permit the Holders of Registrable Securities requesting to be included in the registration for such offering to include such securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as Common Stock of all such Registrable Securities in the Underwritten Offering; provided thatCompany included therein. Notwithstanding the foregoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises offering determines that the Partnership total amount of securities which they or the Company and any other Persons intend to include in such offering may jeopardize the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringsuch offering, then the amount of securities to be offered shall be reduced first from the Common Stock being offered for the account of Persons (other than Holders and the Company) entitled to include Common Stock in such offering and whose rights to include Common Stock in the offering rank subordinate to the rights of the Holders of Registrable Securities that each Selling Holder requested and then, if the offering size shall require further reduction, from the Common Stock being offered for the account of the Holders of Registrable Securities and such other Persons entitled to include Common Stock in such offering and whose rights to include such Common Stock rank pari passu to the registration rights of the ---------- Holders (allocated pro rata in proportion to their respective number of shares to be registered) to the extent necessary to reduce the total amount of securities to be included in such Underwritten Offering shall be reduced on a Pro Rata basis offering to the aggregate amount that the recommended by such managing underwriter deems will not have such material and adverse effect. In connection with or underwriters prior to any such Underwritten Offering, reduction of the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable securities to the Partnership and take all reasonable actions as are requested be sold by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableCompany.

Piggyback Registration. At any time after prior to the 180th day after second anniversary of the Closing Datedate hereof, if the Partnership shall propose whenever Aspen proposes to file a Registration Statement (other than pursuant registration statement under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an underwritten public offering of Partnership Interests Aspen Common for cash sale by Aspen for its own account or by any of Aspen's securityholders, Aspen shall give written notice (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders "Offering Notice") of such proposal proposed filing to each of the Holders at least five Business Days thirty days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice "Piggyback Registration") must be received by Aspen within fifteen days after the Partnership within two Business Days Offering Notice is given. Aspen shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as the shares of all such Registrable Securities in Aspen Common included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises the Partnership and the Holder a proposed underwritten offering advise Aspen in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for Aspen Common, Aspen will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for Aspen Common. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced PRO RATA on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis registration to the aggregate amount that extent necessary to reduce the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale total number of Registrable Securities therein. No Holder may participate to be included in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice offering to the Partnership and the number recommended by such managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate underwriter or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwriters.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b7.12 (b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.12 (b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At If the Company proposes to ---------------------- file a registration statement under the Securities Act with respect to an offering for its own account of any time class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to director and/or employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor rule) under the Securities Act applies or an offering of securities solely to the Company's existing stockholders) (each, an "Excluded -------- Registration Statement"), then the Company shall in each case give written ---------------------- notice of such proposed filing to the Holders of Registrable Shares as soon as practicable (but no later than ten business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Shares as each such Holder may request. Each Holder of Registrable Shares desiring to have such holder's Registrable Shares included in such registration statement shall so advise the Company in writing within five business days after the 180th day after date of the Closing DateCompany's notice, setting forth the amount of such Holder's Registrable Shares for which registration is requested. If the Company's offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Registrable Shares requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Moreover, if the Partnership shall propose registration of which the Company gives notice involves an underwriting, the right of each Holder to file a Registration Statement (other than registration pursuant to this Section 6.03 shall, unless the Company otherwise agrees, be conditioned upon such Holder's participation as a demand made pursuant seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Section 7.12(a)the Holders of Registrable Shares that either because of (A) for an offering the kind of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement securities that does not permit secondary sales)the Holders, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts Company and any other persons or entities intend to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by offering or (B) the Partnership within two Business Days of such Holder’s receipt size of the notice from offering that the Partnership. If Holders, the Registration Statement about which Company and other persons or entities intend to make, the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offeringsuccess of the offering would be materially and adversely affected by inclusion of the Registrable Shares requested to be included, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, (i) in the event that the managing underwriter size of the offering is the basis of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringmanaging underwriter's opinion, the amount number of Registrable Securities that each Selling Holder requested shares to be included in such Underwritten Offering offered shall be reduced in the following order to achieve the amount recommended by such managing underwriter: (w) first, shares proposed to be offered by persons or entities other than the Holders, the Company and persons or entities exercising demand registration rights shall be reduced or eliminated to achieve the recommended amount, (x) next, shares proposed to be offered by the Holders shall be reduced (or eliminated) on a Pro Rata pro rata basis among the Holders on the basis of the number of Registrable Shares owned by the Holders, (y) next, shares proposed to be offered by the Company shall be reduced or eliminated, and (z) finally, shares proposed to be offered by persons or entities exercising demand registration rights shall be reduced; and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, then shares will be excluded from such offering in the order specified in the preceding clause (i). Any Registrable Shares excluded from an underwriting shall be withdrawn from registration and shall not, without the consent of the Company and the manager of the underwriting, be transferred in a public distribution prior to the aggregate amount that earlier of 90 days (or such other shorter period of time as the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions manager of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(brequire) prior to after the effective date of the Registration Statement registration statement or 120 days after the pricing date the Holders of such Registrable Shares are notified of such exclusion; provided that any shares of Holders excluded from an underwriting shall, to the -------- extent practicable in the discretion of the Underwritten Offeringmanaging underwriter and the Company, as applicablebe the first shares sold in an over-allotment sale for the related offering.

Piggyback Registration. At If Rio Grande at any time after proposes a Registered Public Offering, it will, as soon as practicable but no less than 30 days prior to filing the 180th day after the Closing Dateregistration statement, if the Partnership shall propose give written notice to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number holders of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by of its intention to do so (stating the Partnership within two Business Days intended method of disposition of such Holder’s receipt securities). Upon the written request of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount holders of Registrable Securities given within 20 days after transmittal by Rio Grande to the holders of such notice, Rio Grande will, subject to the limits contained in such Registration Statement shall be conditioned on such Holder’s inclusion of all such this Section 2.2, use its best efforts to cause those Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested said requesting holders to be included in such Underwritten Offering shall registration statement; provided, however that if the underwriter managing such registration determines in good faith that market or economic conditions limit the amount of securities which may reasonably be reduced on a Pro Rata basis expected to be sold, Rio Grande may limit the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offeringnumber of shares of Common Stock included by persons other than Rio Grande, including, without limitation, the Partnership Registrable Securities (the "Piggyback Stock") to be included in such registration and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable holders of the Piggyback Stock will be allowed to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement register their Piggyback Stock pro rata based on the terms and conditions number of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under shares of Piggyback Stock held by such holders, respectively. If any holder of Piggyback Stock disapproves of the terms of any such underwriting agreement. Any Holder underwriting, he may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Rio Grande and the managing underwriter; provided . If, by the withdrawal of such notice is delivered prior Piggyback Stock, a greater number of Piggyback Stock held by other holders of Piggyback Stock may be included in such registration (up to the launch limit imposed by the underwriters), Rio Grande shall offer to all holders of such Underwritten Offering. The Partnership shall Piggyback Stock who have included Piggyback Stock in the registration the right to terminate include additional Piggyback Stock, pro rata. Any Piggyback Stock excluded or withdraw withdrawn from such underwriting shall be withdrawn from such registration. Rio Grande shall be under no obligation to complete any Registration Statement or Underwritten Offering initiated by offering of its securities it under this Section 7.12(b) prior proposes to the effective date make and shall incur no liability to any holder of the Registration Statement or the pricing date of the Underwritten Offering, as applicableRegistrable Securities for its failure to do so.

Piggyback Registration. At (1) If, at any time commencing after the 180th day after effective date of the Closing DateRegistration Rights and expiring on the seventh (7th) anniversary of the effective date of the Registration Statement, if the Partnership shall propose Company proposes to file a Registration Statement register any of its securities under the Act, either for its own account or the account of any other security holder or holders of the Company possessing registration rights (Other Stockholders) (other than pursuant to Form S-4, Form S-8 or comparable registration statement), it shall give written notice, at least thirty (30) days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of Underwriters Warrants and/or the Shares (collectively the Registrable Securities) of its intention to do so. If the Underwriter or other Holders of Registrable Securities notify the Company within twenty-one (21) days after the receipt of any such notice of its or their desire to include any such securities in such pro osed registration statement, the Company shall afford the Underwriter and such other Holders of such securities the opportunity to have any such securities registered under such registration statement. (2) If the registration of which the Company gives notice is for a demand made registered public offering involving an underwriting, the Company shall so advise the Underwriter and such other Holders as part of the written notice given pursuant to Section 7.12(a)7.3(a) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing datehereof. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt right of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under Underwriter or any such other Holders to registration pursuant to this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement 7.3 shall be conditioned on upon their participation in such Holder’s underwriting and the inclusion of all such their Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis underwriting to the aggregate amount that extent hereinafter provided. The Underwriter and all other Holders proposing to distribute their securities through such underwriting shall (together with the managing underwriter deems will not have Company and any officers, directors or other Stockholders distributing their securities through such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall underwriting) enter into an underwriting agreement in customary form that is reasonably acceptable to with the Partnership and take all reasonable actions as are requested Underwriter of the underwriter or underwriters selected by the managing Company. Notwithstanding any other provision of this Section 7.3, if the Underwriter of the u nderwriter or underwriters advises the Company in writing that marketing factors require a limitation or elimination of the number of shares of Common Stock or other securities to facilitate be underwritten, the Underwritten Offering Underwriter may limit the number of shares of Common Stock or other securities to be included in the registration and sale underwriting. The Company shall so advise the Underwriter and all other Holders of Registrable Securities therein. No Holder may participate requesting registration, and the number of shares of Common Stock or other securities that are entitled to be included in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by registration and underwriting shall be allocated among the Registration Statement on the terms Underwriter and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the Partnership and respective amounts of securities which they had requested to be included in such registration at the managing underwriter; provided such notice is delivered prior to time of filing the launch registration statement. (3) Notwithstanding the provisions of such Underwritten Offering. The Partnership this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to terminate Section 7.3(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) the same after the filing but prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablethereof.

Piggyback Registration. At any time after (i) In the 180th day after event the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant with respect to a demand made pursuant its Common Stock, it will give written notice to Section 7.12(a)) for an offering Holdings of Partnership Interests for cash (other than an offering relating solely the Company's intention to an employee benefit plando so and, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)upon the written request of Holdings given within 20 days after receipt of such notice, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially Company will make reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by effect the Partnership within two Business Days of such Holder’s receipt registration of the notice from Eligible Common Stock of Holdings (the Partnership. If "Piggyback Securities") which it shall have been so requested to register by including such Piggyback Securities in the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability ("Piggyback Registration Rights"). Piggyback Securities are to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the same terms and conditions as the shares of Common Stock of the underwriting agreement Company otherwise being sold through underwriters under such Registration Statement; provided however, that if the managing underwriter or underwriters of any proposed underwritten offering determines and completes and delivers advises the Company in writing that the inclusion in the Registration Statement of all necessary documents and information reasonably required under Piggyback Securities proposed to be included would adversely affect the terms success of the proposed underwritten offering, the Company shall include in such registration such number (if any) of the Piggyback Securities so requested to be included which in the opinion of such underwriting agreementmanaging underwriter or underwriters can be sold by the Company, but (i) only after the inclusion in such registration of Common Stock being sold by the Company and (ii) only after the inclusion in such registration of Common Stock being sold by persons exercising any demand registration rights they may have in respect of the Company. Any Holder If, in the opinion of such managing underwriter or underwriters, some but not all of the Piggyback Securities requested to be included may withdraw from be included in such Underwritten Offering by notice registration, all holders of Piggyback Securities requested to be included therein, and any other holders of Common Stock that have substantially similar registration rights to the Partnership holders of Piggyback Securities and the managing underwriter; provided such notice is delivered prior to the launch have requested registration of such Underwritten Offeringshares, shall share pro rata in the number of such shares requested to be included therein based on the number of such shares so requested to be included by such persons. The Partnership rights set forth in this Section 3(b) shall have the right to terminate or withdraw be exercisable in connection with any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablecovering Common Stock.

Piggyback Registration. At (a) If the Company at any time after following the 180th day after the Closing Date, if the Partnership shall propose date hereof proposes to file a Registration Statement (registration statement or conduct a securities offering other than pursuant to this Agreement, including an Underwritten Block Trade, off an already filed Shelf Registration Statement using a demand made pursuant to Section 7.12(a)prospectus supplement (such registration statement or prospectus supplement, a “Primary Registration Statement”) for an offering the primary sale of Partnership Interests for cash any securities of the Company (other than an offering relating solely except with respect to an employee benefit plan, an offering relating to a transaction registration statements on Form S-4 X-0, Xxxx X-0 or an offering on any registration statement that does another form not permit secondary salesavailable for registering the Registrable Securities for sale to the public), it will give prompt written notice thereof to the Partnership Shareholder of its intention to do so (such notice to be given not less than fifteen (15) Business Days prior to the anticipated filing date of the Primary Registration Statement). The Shareholder, to the extent it still holds any Registrable Securities, shall notify all Holders within five (5) Business Days of receipt of such proposal at least five Business Days before notice indicate to the proposed filing dateCompany if it wishes to participate in the offering contemplated by the Primary Registration Statement and, if so, the number of Registrable Securities it wishes to offer and sell. The Partnership shall Company will use its commercially reasonable efforts to cause the Registrable Securities as to which inclusion shall have been so requested to be included in the Primary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Primary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Primary Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Shareholder must sell all Registrable Securities included on the Primary Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event that an Underwriter Cutback is required in the view of the managing underwriter, then the securities of the Company to be included in such underwritten offering will be based on the following priority: (A) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (B) second, in addition to the securities of the Company included pursuant to the preceding clause (A), the number of Registrable Securities held requested to be included by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt or on behalf of the notice from Shareholder, up to the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided number that, in the event that the managing underwriter opinion of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered , would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold), and (C) third, in addition to securities of the Company included pursuant to the preceding clause (A) and the Registrable Securities of the Shareholder included pursuant to the preceding clause (B), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Company may withdraw a Primary Registration Statement prior to its being declared effective without incurring any liability to the launch Shareholder and shall not be required to keep a Primary Registration Statement effective for longer than the period contemplated by the intended manner of such Underwritten Offeringdistribution for the securities of the Company to be sold by the Company as described in the Prospectus included in the Primary Registration Statement. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(bShareholder may, at least two (2) Business Days prior to the effective date of the a Primary Registration Statement or the pricing date filing of the Underwritten Offeringany prospectus supplement with respect to any particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the Company or requirement to reimburse for any out-of-pocket expenses of the Company. No registration of Registrable Securities pursuant to this Section 2.2 shall relieve the Company of its obligations to effect registrations pursuant to Section 2.1.

Piggyback Registration. At any time after Whenever the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten public offering of Common Stock by the Company for its own account or for the account of any stockholders of the Company (other than a registration statement filed pursuant to a demand made pursuant to either Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 2 or an offering on any registration statement that does not permit secondary sales4 hereof), the Partnership Company shall notify all Holders give written notice (the “Offering Notice”) of such proposal proposed filing to each of the Holders at least five Business Days 30 days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice “Piggyback Registration”) must be received by the Partnership Company within two Business Days 15 days after the Offering Notice is given. The Company shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering, if any, to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on the same terms and conditions as the common stock of the Company or, if such Holder’s inclusion offering is for the account of all other stockholders, the common stock of such Registrable Securities in stockholders included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises a proposed underwritten offering advise the Partnership and the Holder Company in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Common Stock, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Common Stock. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced pro rata on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering registration to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter or underwriters. The number of securities to be offered for the accounts of the Holders shall be reduced on a Pro Rata basis to zero before the aggregate amount that number of securities to be offered for the managing underwriter deems will not have such material and adverse effectaccounts of the Priority Holders is reduced. In The Company shall pay all Registration Expenses incurred in connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablePiggyback Registration.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 S‑4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At If at any time commencing on and after the 180th day after second anniversary of the Closing DateClosing, if the Partnership shall propose Company proposes to file a Registration Statement register any of its securities under the 1933 Act (other than in connection with a merger or other reorganization or pursuant to a demand made pursuant Form S-8) it will give written notice by registered mail, at least thirty (30) days prior to Section 7.12(a)filing of each such registration statement, to all Holders of the Registrable Securities of its intention to do so. If any of Holder of Registrable Securities notifies the Company within twenty (20) for an offering days after receipt of Partnership Interests for cash (other than an offering relating solely any such notice of his, its or their desire to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on include any such securities in such proposed registration statement that does not permit secondary sales(also referred to herein as the "Requesting Holders"), the Partnership Company shall notify all afford each of the Requesting Holders of the opportunity to have any such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder included in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnershipregistration statement. If the Registration Statement about registration of which the Partnership Company gives notice under pursuant to this Section 7.12(b2 (c) is for a registered public offering involves an Underwritten Offeringunderwriting, then the Company so shall advise as part of the written notice given to the Holders of the Registrable Securities. In such event, the right of any Holder’s ability such holder to include its desired amount of Registrable Securities registration pursuant to this Section 2 (c) will be conditioned upon such holder's participation in such Registration Statement shall be conditioned on such Holder’s underwriting and the inclusion of all such Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some herein. All Requesting Holders proposing to distribute Registrable Securities would adversely through such underwriting will (together with the Company and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in other Holders distributing their securities through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2 (c), if the underwriter determines that is reasonably acceptable marketing factors or market conditions require a limitation on the number of securities to be underwritten, the underwriter may (subject to allocation priority set forth below) limit the number of securities included in the relevant offering and registration. The Company shall advise all Requesting Holders of the limitation, and the number of Registrable Securities, if any, that are entitled to be included in such offering and registration shall be allocated in the following manner: First, all securities to be registered for the Company's own account, or if such securities are to be registered for the account of a security holder or security holders having demand registration rights pursuant to the Partnership exercise of which the Company is being required to undertake such registration, such securities, shall be included in such offering and take all reasonable actions registration. Then, the number of Registrable Securities, if any that maybe included in such offering and registration shall be allocated pro rata to the Requesting Holders and to others who requested registration, in each case in proportion, as are requested by nearly as practicable, to the managing underwriters to facilitate the Underwritten Offering and sale respective number of Registrable Securities therein. No Holder may participate which each had requested to be included in such offering and registration at the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions time of filing of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableregistration statement.

Piggyback Registration. At If at any time after prior to the 180th day after the Closing Date, if the Partnership shall propose to file Expiration Date a Registration Statement (is not in effect to register this Warrant and the Common Shares issuable upon exercise of this Warrant, the Company determines to register for its own account or the account of others under the 1933 Act any of its equity securities, other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any registration statement that does not permit secondary salesacquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Holder of Warrants or Shares written notice of such determination and, if within twenty (20) days after receipt of such notice, such Holder shall so request in writing (hereafter a “Selling Holder”), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership Company shall use commercially reasonable efforts to include in such Registration Statement all or any part of the Shares issuable or issued upon exercise of the Warrants (the “Registrable Securities”) such Selling Holder requests to be registered. The obligations of the Company under this Section 16(a) may be waived by Holders holding a majority in interest of the Registrable Securities. If in connection with any primary underwritten public offering for the account of the Company, the managing underwriter thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares underlying the Warrants which may be included in the registration statement because, in such underwriter’s judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Selling Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities held sought to be included by such Holders; provided, however, that the Company shall not exclude any Holder Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement as each Holder shall request in a Notice received by registration statement or are not entitled to pro rata inclusion with the Partnership within two Business Days Registrable Securities. Notwithstanding the provisions of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering16, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Company shall have the right at any time after it shall have given written notice pursuant to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b16 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any Holder of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.Registrable Securities

Piggyback Registration. At any time after (i) If the 180th day after the Closing Date, if the Partnership Company shall propose to file register an offering of Common Stock (whether a registered offering of Common Stock by the Company or a registered offering of Common Stock by the Company’s stockholders, or both) at a time when the Mandatory Shelf Registration Statement (other than pursuant to a demand made or, if applicable, the Subsequent Mandatory Shelf Registration Statement) is not then effective, but excluding an offering pursuant to Section 7.12(a2(a)) for an offering of Partnership Interests for cash (other than , an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 (or any similar forms adopted after the date hereof as replacements therefor) or an offering on any registration statement form that does not permit secondary sales), the Partnership Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before before) the filing of the applicable Registration Statement, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of any Underwritten Offering advise the Company that, in their reasonable opinion, the inclusion of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration). The Partnership Piggyback Notice shall offer the Holders the opportunity to include in such offering (and any related registration) the number of Registrable Securities as they may request (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to include in each such number of Registrable Securities held by any Holder in such Piggyback Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the Underwritten Offering; case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided that, that such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with the offering (and any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable related registration) pursuant to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required Regulation S-K promulgated under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableSecurities Act.

Piggyback Registration. At If at any time after the 180th day after the Closing Date, if the Partnership shall propose AWI proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by AWI for its own account or for the account of any of its securityholders of any class of security (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form S-4 or an offering on S-8 (or any registration statement substitute form that does not permit secondary salesmay be adopted by the Securities and Exchange Commission), the Partnership then AWI shall notify all Holders give written notice of such proposal at least five Business Days proposed filing to the Sellers and such of their respective successors, assigns or transferees who acquire the AWI Stock, directly or indirectly, from the Sellers (collectively, the "Holders"). As soon as practicable (but in no event less than 15 days before the proposed anticipated filing date. The Partnership ), and such notice shall use commercially reasonable efforts offer such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement shares of AWI Stock as each such Holder may request (which request shall request in specify the number of shares of AWI Stock intended to be disposed of by such Holder and the intended method of distribution thereof) (a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership"Piggy-Back Registration"). If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability AWI shall use its best efforts to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that cause the managing underwriter or underwriters of such Underwritten Offering advises a proposed underwritten offering to permit the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder AWI Stock requested to be included in such Underwritten Offering shall a Piggy-Back Registration to be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement included on the same terms and conditions as any similar securities of AWI included therein to permit the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms sale or other disposition of such underwriting agreementAWI Stock in accordance with the intended method of distribution thereof provided that in no event shall any Holder be required to make any representations, warranties to or agreements with AWI or the underwriters other than representations, warranties or agreements regarding such Holder. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch who requests inclusion of such Underwritten Offering. The Partnership its AWI Stock in any Piggy-Back Registration (a "Selling Holder") shall have the right to terminate or withdraw its request for inclusion at any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) time prior to the time such registration becomes effective date by giving written notice to AWI of its request to withdraw. AWI may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that AWI shall reimburse the Selling Holders for all out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. Each of the Registration Statement Holders shall be entitled to have its AWI stock included in two (2) Piggyback Registrations pursuant to this Section 6.10(b). All expenses incident to AWI's performance or compliance with this Section 6.10(b), including without limitation, all registration and filing fees, fees and expenses of compliance with securities laws, printing expenses, messenger and delivery expenses and fees and disbursements of counsel for AWI and all independent certified public accountants, underwriters and other Persons retained by AWI shall be borne by AWI except that the pricing date Selling Holders shall be responsible for any underwriting discounts and selling commissions applicable to their sale of the Underwritten Offering, as applicableAWI Stock and all fees and disbursements of counsel for the Selling Holders.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does 55 not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b7.12 (b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (a) Whenever the Company proposes to effect the registration of, any time after Common Shares under U.S. Securities Laws (whether for the 180th day after Company’s own account or for the Closing Date, if the Partnership shall propose to file account of any other person) (a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales“Piggyback Registration”), the Partnership Company will, no later than twenty (20) days after the decision is made to proceed, give written notice to the Purchasers of its intention to effect such a registration, and such notice shall notify all Holders of such proposal at least five Business Days before offer the proposed filing date. The Partnership shall use commercially reasonable efforts Purchasers the opportunity to include register (on the same terms and conditions) such number of Registrable outstanding Common Shares as the holders thereof may request (the “Holders’ Securities”). The Company will include in registration all outstanding Holders’ Securities held by any Holder in such Registration Statement as each Holder shall with respect to which the Company has received a written request in a Notice received by for the Partnership within two Business Days of such Holder’s receipt of the notice inclusion therein from the Partnershiprecord holders thereof within thirty (30) days following the date the Company gives such notice. If the Registration Statement about which the Partnership gives notice under offering contemplated by this Section 7.12(b) is for to be an Underwritten Offeringunderwritten offering, then any Holder’s ability then, notwithstanding the foregoing, the Company shall not be required to include its desired amount of Registrable any Holders’ Securities to be offered or sold by any Purchaser in such Registration Statement shall be conditioned on underwritten offering unless such Holder’s inclusion Purchaser accepts the terms of all the underwriting as agreed upon between the Company and its underwriters, and then only in such Registrable Securities quantity as the underwriters determine in their sole discretion will not jeopardize the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringoffering by the Company. If the total number of securities, including the amount of Registrable Securities that each Selling Holder Holders’ Securities, requested by Purchasers to be included in such Underwritten Offering offering exceeds the amount of securities (other than those to be sold by or for the account of the Company) that the underwriters determine in their reasonable discretion is compatible with the success of such offering, then the Company shall be reduced on a Pro Rata basis required to the aggregate amount include in such offering only that number of such securities, including Holders’ Securities, that the managing underwriter deems underwriters and the Company determine in their sole discretion will not have such material and adverse effectjeopardize the success of the offering. In connection with any the event the underwriters determine that less than all of the Holders’ Securities requested to be registered can be included in such Underwritten Offeringoffering, then the Partnership and Holders’ Securities that are included in such offering shall be apportioned pro rata among the Selling Holders involved selling holders of the Holders’ Securities based on the relative number of outstanding Common Shares that are owned of record by such selling holders or in such other proportions as shall enter into an underwriting agreement in customary form that is reasonably acceptable mutually be agreed to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering Company and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableselling holders.

Piggyback Registration. At any Commencing on the Appraisal Date and continuing until such time after as the 180th day after Registrable Shares are freely salable without restriction under Rule 144 promulgated under the Closing DateSecurities Exchange Act of 1934, as amended (the "Exchange Act"), if the Partnership Parent shall propose determine to file proceed with the preparation and filing of a Registration Statement in connection with the proposed offer and sale of any of its securities by it or any of its officers or directors (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form S-4 X-0, X-0 or an offering on any registration statement that does not permit secondary salesother limited purpose form), the Partnership shall notify all Holders Parent will give written notice of such proposal at least five Business Days before determination to the proposed filing dateCompany Shareholder. The Partnership shall use commercially reasonable efforts Upon receipt of a written request from the Company Shareholder within thirty (30) days after receipt of any such notice from the Parent, the Parent will, except as herein otherwise provided, cause all the Registrable Shares to include such number of Registrable Securities held by any Holder be included in such Registration Statement as each Holder shall request in a Notice received Statement, to the extent requisite to permit the sale or other disposition by the Partnership within two Business Days of such Holder’s receipt Company Shareholder of the notice from the PartnershipRegistrable Shares (hereinafter referred to as "Piggyback Registration"). If the Registration Statement about which the Partnership gives notice under any registration pursuant to this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement 2.03 shall be conditioned on such Holder’s underwritten in whole or in part, the Parent may require that the Registrable Shares requested for inclusion of all such Registrable Securities pursuant to this Section 2.03 be included in the Underwritten Offering; provided thatunderwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the Registrable Shares requested for inclusion pursuant to this Section 2.03 together with any other shares which have similar piggyback registration rights or otherwise included by selling shareholders (such shares and the Registrable Shares being collectively referred to as the "Requested Stock") would, in the event that good faith judgment of the managing underwriter of such Underwritten Offering advises public offering, reduce the Partnership and number of shares to be offered by the Holder in writing that in its opinion Parent or interfere with the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success successful marketing of the Underwritten Offeringshares of stock offered by the Parent, the amount number of Registrable Securities that each Selling Holder requested shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro-rata (by number of shares) among the holders thereof requesting such Underwritten Offering registration or excluded in their entirety if so required by the underwriter. To the extent that only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering shall be reduced on withheld from the market by the holders thereof for a Pro Rata basis period, not to exceed sixty (60) days after the aggregate amount that consummation of the underwritten public offering, which the managing underwriter deems will not have reasonably determines is necessary in order to effect such material and adverse effect. In connection with any such Underwritten Offeringoffering; provided however, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable (except as to the Partnership and take all reasonable actions as holders who are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions "affiliates" of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Parent) such date shall not be later than the terms earliest date at which similar restrictions on sales of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering securities of the Parent by notice to any non-affiliates of the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingParent are terminated, released or waived. The Partnership shall have obligation of the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it Parent under this Section 7.12(b) prior 2.03 shall be unlimited as to the effective date number of Registration Statements to which it applies. The rights and obligations of the Registration Statement or the pricing date of the Underwritten Offering, Company Shareholder pursuant to this Article II shall extend to any Permitted Transferees (as applicabledefined in Section 2.04 hereunder).

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (i) If the Company shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for conduct an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)Underwritten Offering, the Partnership Company shall promptly notify all the Holders of such proposal reasonably in advance of (and in any event at least five Business Days before before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested Underwritten Offering advise the Company that in their reasonable opinion that the inclusion of any of the Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to the Holder and the Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Partnership Piggyback Notice shall offer the Holders the opportunity to include for registration in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of the Holders which are subject to an effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice for which the Company has received by the Partnership written requests for inclusion therein within two three Business Days of such Holder’s receipt of after sending the notice from the PartnershipPiggyback Notice. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability a Holder decides not to include all of its desired amount of Registrable Securities in such any Registration Statement thereafter filed by the Company, such Holder shall be conditioned on such Holder’s inclusion of all such nevertheless continue to have the right to include any Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all any subsequent Registration Statement or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested Registration Statements as may be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested filed by the managing underwriters Company with respect to facilitate the Underwritten Offering and sale offerings of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on Common Stock, all upon the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableset forth herein.

Piggyback Registration. At If Azurix proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any time class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 under the Securities Act applies or an offering of securities solely to Azurix's existing stockholders), then Azurix shall in each case give written notice of such proposed filing to the Holders of Restricted Stock as soon as practicable (but no later than five business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise Azurix in writing within five business days after the 180th day after date of Azurix's notice, setting forth the Closing Dateamount of such Holder's Restricted Stock for which registration is requested. If Azurix's offering is to be an underwritten offering, Azurix shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Restricted Stock, requested to be included in the registration for such offering, to include such securities in such offering on the same terms and conditions as any similar securities of Azurix included therein. Moreover, if the Partnership shall propose registration of which Azurix gives notice does involve an underwriting, the right of each Holder to file a Registration Statement (other than registration pursuant to this Section 3 shall, unless Azurix otherwise assents, be conditioned upon such Holder's participation as a demand made pursuant seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by Azurix. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Section 7.12(a)the Holders of Restricted Stock that either because of (A) for an the kind of securities which the Holders, Azurix and any other person or entities intend to include in such offering or (B) the size of Partnership Interests for cash (the offering which the Holders, Azurix and other than an offering relating solely persons intend to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)make, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt success of the notice from offering or the Partnership. If then prevailing price of the Registration Statement about which Common Stock would be materially and adversely affected by inclusion of the Partnership gives notice under this Section 7.12(b) is for an Underwritten OfferingRestricted Stock requested to be included, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, (i) in the event that the managing underwriter size of the offering is the basis of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringmanaging underwriter's opinion, the number of shares to be offered for the accounts of Holders of Restricted Stock shall be reduced pro rata or to the extent necessary to reduce the total amount of Registrable Securities that each Selling Holder requested securities to be included in such Underwritten Offering offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as Azurix, such reduction shall not represent a greater fraction of the number or kind of securities intended to be offered by Holders of Restricted Stock than the fraction of similar reductions imposed on such other persons or entities over the amount of securities of such kind they intended to offer; and (ii) in the event that the combination of securities to be offered is the basis of such managing under-writer's opinion, (x) the Restricted Stock to be included in such offering shall be reduced on a Pro Rata basis as described in clause (i) above (subject to the aggregate amount that proviso in clause (i)) or, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter deems underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will not have be excluded from such material offering. Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and adverse effect. In connection with any such Underwritten Offeringshall not, without the Partnership consent of Azurix and the Selling Holders involved shall enter into an underwriting agreement manager of the underwriting, be transferred in customary form that is reasonably acceptable a public distribution prior to the Partnership and take all reasonable actions earlier of 90 days (or such other shorter period of time as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions manager of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(brequire) prior to after the effective date of the Registration Statement registration statement or 150 days after the pricing date the Holders of the Underwritten Offering, as applicablesuch Restricted Stock are notified of such exclusion.

Piggyback Registration. At any time after prior to the 180th day after first anniversary of the Closing Datedate hereof, if the Partnership shall propose whenever AspenTech proposes to file a Registration Statement (other than pursuant registration statement under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an public offering of Partnership Interests Aspen Common for cash sale by AspenTech for its own account or by any of AspenTech's securityholders, AspenTech shall give written notice (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders "Offering Notice") of such proposal proposed filing to each of the Holders at least five Business Days thirty days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice "Piggyback Registration") must be received by AspenTech within fifteen days after the Partnership within two Business Days Offering Notice is given. AspenTech shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as the shares of all such Registrable Securities in Aspen Common included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises the Partnership and the Holder a proposed underwritten offering advise AspenTech in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for Aspen Common, AspenTech will not be required to include in such registration the number of Registrable Securities, if any, to be offered for the accounts of Holders or, in AspenTech's discretion, it may include such Registrable Securities of Holders but such Registrable Securities, shall be reduced pro rata on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis registration to the aggregate amount that extent necessary to reduce the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale total number of Registrable Securities therein. No Holder may participate to be included in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice offering to the Partnership and the number recommended by such managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate underwriter or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwriters.

Piggyback Registration. At any Each Piggyback Notice shall be provided to Holders by 9:00 a.m. New York City time after the 180th day after the Closing Date, if the Partnership shall propose to file on a Registration Statement (other than pursuant to a demand made Business Day pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of 3.01. Each such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within will have two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an (or one Business Day in connection with any overnight or bought Underwritten Offering, then any Holder’s ability ) after such Piggyback Notice has been delivered to include its desired amount of Registrable Securities request in such Registration Statement shall be conditioned on such Holder’s writing the inclusion of all such Registrable Securities in the Underwritten Offering; provided thatOffering for Other Holders. If no request for inclusion from a Holder is received within the specified time, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering shall be reduced on a Pro Rata basis and prior to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any closing of such Underwritten Offering, the Partnership and Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders involved and, (1) in the case of a determination not to undertake such Underwritten Offering, shall enter into an underwriting agreement in customary form that is reasonably acceptable be relieved of its obligation to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of sell any Included Registrable Securities therein. No Holder may participate in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering unless it agrees Offering. Any Selling Holder shall have the right to sells its withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from in such Underwritten Offering by giving written notice to the Partnership and the managing underwriter; provided Company of such notice is delivered withdrawal at least one Business Day prior to the launch time of pricing of such Underwritten Offering. The Partnership Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company 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 Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall have the right not be required to terminate or withdraw deliver any Registration Statement or Underwritten Offering initiated by it under notice to such Holder pursuant to this Section 7.12(b2.02(a) prior and such Holder shall no longer be entitled to the effective date of the Registration Statement or the pricing date of the participate in Underwritten OfferingOfferings pursuant to this Section 2.02(a), as applicableunless such Piggyback Opt-Out Notice is revoked by such Holder.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall at any time propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) registration statement under the Securities Act for an offering of equity securities of the Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify use all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number or amount of Registrable Partnership Securities held by any Holder in such Registration Statement registration statement as each such Holder shall request in a Notice received request; provided, that the Partnership is not required to make any effort or take an action to so include the securities of such Holder once the registration statement becomes or is declared effective by the Partnership within two Business Days Commission, including any registration statement providing for the offering from time to time of such Holder’s receipt securities pursuant to Rule 415 of the notice from the PartnershipSecurities Act. If the Registration Statement about which the Partnership gives notice under proposed offering pursuant to this Section 7.12(b7.13(c) is for shall be an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided thatthen, in the event that the managing underwriter or managing underwriters of such Underwritten Offering advises offering advise the Partnership and the Holder in writing that in its their opinion the inclusion of all or some Registrable of the Partnership Securities held by such Holders would adversely and materially affect the timing or success of the Underwritten Offeringoffering, the amount Partnership shall include in such offering only that number or amount, if any, of securities held by such Holders that, in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially affect the offering, with such number to be allocated pro rata among the Holders that have requested to participate in such registration statement based on the relative number of Registrable Securities and other Partnership Securities, in the case of the General Partner and its Affiliates, then held by each such Holder (provided that each Selling any securities thereby allocated to a Holder requested be included in that exceed such Underwritten Offering Holder’s request shall be reduced on a Pro Rata basis to reallocated among the aggregate amount that the managing underwriter deems will not have such material remaining requesting Holders in like manner). Except as set forth in Section 7.13(d), all costs and adverse effect. In connection with expenses of any such Underwritten Offering, registration and offering (other than the Partnership underwriting discounts and the Selling Holders involved commissions) shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested be paid by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered Partnership, without reimbursement by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableHolders.

Piggyback Registration. At If the Buyer at any time after the 180th day after or from time to time subsequent to the Closing Date, if Date proposes to register any securities under the Partnership shall propose to file a Registration Statement Securities Act either for its own account or the account of any selling security holders (other than pursuant to (i) a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form Forms S-4 or an offering S-8 or any successor or similar forms, or (ii) a registration on any registration statement form that does not permit secondary sales), it will give notice to each of the Partnership shall notify all Holders Sellers of its intention at least twenty (20) days in advance of the filing of any registration statement with respect thereto. Upon the written request of any of the Sellers (such requesting Seller, or its permitted assign, “Holder”) given within fifteen (15) days after receipt of such proposal at least five Business Days before notice, the proposed filing date. The Partnership shall Buyer, subject to the sentences below, will use commercially its reasonable best efforts to include in such registration, and in any underwriting involved therein, all of the Buyer Shares included in such request (“Registrable Securities”) that are not already covered by an existing and effective Registration Statement. Provided, however; if in connection with any underwritten public offering for the account of the Buyer the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days shares of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event Buyer that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested may be included in the registration statement because, in such Underwritten Offering underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Buyer shall be reduced on obligated to include in the registration statement only such limited portion of the Buyer Shares with respect to which a Pro Rata basis Holder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Buyer Shares shall be made pro rata with holders of other securities having the right to include such securities in the aggregate amount that registration statement other than holders of securities entitled to inclusion of their securities in the managing underwriter deems will not have such material and adverse effectregistration statement by reason of demand registration rights. In If an offering in connection with any such Underwritten Offeringwhich a Holder elects to participate in registration is an underwritten offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested then a Holder shall, unless otherwise agreed by the managing Buyer, offer and sell such Buyer Shares in an underwritten offering using the same underwriter or underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the same terms and conditions as other shares of common stock included in such underwritten offering. The rights and benefits conferred upon Sellers in this Section 7.16 are not transferable or assignable and shall be terminated with respect to any portion of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Buyer Shares that are sold, assigned or otherwise transferred unless such transfer is to a family member as a result of the terms depth of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableSeller.

Piggyback Registration. At any time If, after the 180th day after the Closing Datedate hereof, if the Partnership shall propose Lone Pine proposes (i) to file a Registration Statement (registration statement under the Securities Act providing for a public offering of Lone Pine's equity securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "Piggyback Registration Statement"); and/or (ii) to file a Canadian Prospectus providing for a public offering of Lone Pine's equity securities in one or more Eligible Jurisdiction (a "Piggyback Canadian Prospectus"), or (iii) conduct an Underwritten Offering pursuant to a demand made pursuant to Section 7.12(a)) for an offering Piggyback Registration Statement or a Piggyback Canadian Prospectus, Lone Pine will notify Forest of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership and Forest shall use commercially reasonable efforts be given an opportunity to include in the public offering provided for under such number of Registrable Securities held by any Holder in such Piggyback Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities or Piggyback Canadian Prospectus or in the Underwritten Offering, as applicable, all or any part of the Registrable Shares; provided provided, however, that, except as set forth below, Forest shall not be given an opportunity to include Registrable Shares in any Underwritten Offering to the event extent that Lone Pine has been advised by the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all any Registrable Shares for sale for the benefit of Forest will have a materially adverse effect on the price, timing, marketing, or some Registrable Securities would adversely and materially affect the timing or success distribution of the Underwritten OfferingCommon Stock; provided, the amount of Registrable Securities further that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis notwithstanding any provision to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offeringcontrary in this Section 2.2, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership Forest shall have the right to terminate include Registrable Shares in any Underwritten Offering subject to this Section 2.2 in a number up to the greater of (i) 20% of the number of shares of Common Stock to be sold in such Underwritten Offering or withdraw any (ii) the number Registrable Shares that Forest could include in such Underwritten Offering without regard to this provision. If Forest has an Affiliate who is an officer or director of Lone Pine, within 10 Business Days after delivery of the above-described notice by Lone Pine, Forest has the right to notify Lone Pine in writing of its intention to include Registrable Shares in the public offering provided for under such Piggyback Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement Piggyback Canadian Prospectus or the pricing date of in the Underwritten Offering, as applicable, and, in such notice, shall inform Lone Pine of the number of Registrable Shares that Forest wishes to so include, as applicable, and provide, as a condition to such inclusion, such information regarding itself and its Registrable Shares as is required pursuant to Regulation S-K promulgated under the Securities Act and/or applicable Canadian Securities Laws to effect the registration and/or qualification of the Registrable Shares; provided, however, that if Forest does not have an Affiliate who is an officer or director of Lone Pine, Forest shall provide such notice within three Business Days (or one Business Day in the case of an "overnight" offering or "bought deal") after delivery of the above-described notice by Lone Pine. If such written notification of Forest's intent to include Registrable Shares in the public offering provided for under such Piggyback Registration Statement or Piggyback Canadian Prospectus or in the Underwritten Offering, as applicable, is not received by Lone Pine within the time-frame specified in the immediately preceding sentence, Forest shall have no right to so include any Registrable Shares. Inclusion of any Registrable Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable Shares in the Mandatory Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement, at which time Lone Pine may remove from the Mandatory Registration Statement such Registrable Shares.

Piggyback Registration. At any time after Whenever the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten public offering of Common Stock by the Company for its own account or for the account of any stockholders of the Company (other than a registration statement filed pursuant to a demand made pursuant to either Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 2 or an offering on any registration statement that does not permit secondary sales4 hereof), the Partnership Company shall notify all Holders give written notice (the "Offering Notice") of such proposal proposed filing to each of the Holders at least five Business Days 30 days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice "Piggyback Registration") must be received by the Partnership Company within two Business Days 15 days after the Offering Notice is given. The Company shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering, if any, to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on the same terms and conditions as the common stock of the Company or, if such Holder’s inclusion offering is for the account of all other stockholders, the common stock of such Registrable Securities in stockholders included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises a proposed underwritten offering advise the Partnership and the Holder Company in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Common Stock, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Common Stock. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced pro rata on the basis of the relative number of. any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis registration to the aggregate amount that extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter deems will not have such material and adverse effector underwriters. In The Company shall pay all Registration Expenses incurred in connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablePiggyback Registration.

Piggyback Registration. At any time after (a) The PainCare Shares are not registered but are governed by Rule 144 promulgated under the 180th day after 1933 Act. Subject to the Closing conditions and restrictions set forth in Rule 144, PainCare agrees that the PainCare Shares will be freely transferable upon the expiration of one year and will be freely transferable by the Shareholder following the first anniversary of closing under this agreement. If at anytime within three (3) year period commencing on the Execution Date, if PainCare proposes for any reason to register the Partnership shall propose to file a Registration Statement (PainCare Shares under the Securities Act [other than pursuant to a demand made pursuant to Section 7.12(a)registration in connection with an exchange offer (Form S-4) for an offering of Partnership Interests for cash (other than an offering relating solely to or filed in connection with an employee stock option or other benefit planplan (Form S-8, an offering relating or any substitute form that may be adopted by the Commission)], PainCare shall promptly give written notice to a transaction on Form S-4 or an offering on the Shareholder of its intention to so register the PainCare Shares and, upon written request by the Shareholder, given within twenty (20) days after delivery of any registration statement that does not permit secondary sales)such notice by PainCare, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include in such registration the PainCare Shares held by the Shareholder (which request shall specify the number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability PainCare Shares proposed to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering registration), PainCare shall attempt to cause all such PainCare Shares to be reduced included in such registration on a Pro Rata basis the same terms and conditions as the securities otherwise being included in such registration; provided however, that if the managing underwriters advise PainCare that the inclusion of the PainCare Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the PainCare Shares proposed to be registered by PainCare, then if such registration is in part an underwritten primary or secondary registration on behalf of PainCare, PainCare shall include in such registration the PainCare Shares requested to be included in such registration, pro rata from among the holders of any and all PainCare shares to be registered pursuant to such registration according to the aggregate amount that number of shares proposed by each holder to be included. In the event PainCare determines not to pursue, or to withdraw, a registration as to which it has given notice pursuant to this section, the Shareholder shall have no further rights hereunder with respect to such proposed registration, and the Shareholder shall continue to have the rights set forth above with respect to any other registrations to be proposed or undertaken thereafter. Notwithstanding any other provision of this Section to the contrary, PainCare shall not be required to include any of the PainCare Shares in a registration statement relating to an underwritten offering of PainCare’s securities unless the Shareholder accepts the terms of the underwriting as agreed upon between PainCare and the underwriters selected by it, including, without limitation, any Underwriter’s Cutback and/or Lockup, and the Shareholder agrees to promptly execute and/or deliver such documents in connection with such registration as PainCare or the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is may reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablerequest.

Piggyback Registration. At any time after prior to May 6, 2000 (or, with respect to the 180th day after HPA Party Common Stock, so long as shares of HPA Party Common Stock are held by an HPA Party who is an affiliate of the Closing DateCompany for purposes of Rule 144 (as defined below)), if whenever the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant registration statement under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an underwritten public offering of Partnership Interests Common Stock by the Company for cash (its own account or for the account of any other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)holder of Common Stock, the Partnership Company shall notify all Holders give written notice (the "Offering Notice") of such proposal proposed filing to each Holder of at least five Business Days 100,000 Warrants at least 30 days before the proposed anticipated filing date. Such Offering Notice shall offer all such Holders the opportunity to register such number of Warrants or HPA Party Common Stock as each such Holder may request in writing, which request for registration (each, a "Piggyback Registration") must be received by the Company within 15 days after the Offering Notice is given. The Partnership Company shall use commercially all reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Registrable Securities requested to be included in the registration for such offering to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as the securities of all such Registrable Securities in the Underwritten Offering; provided thatCompany included therein. Notwithstanding the foregoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises a proposed underwritten offering advise the Partnership and the Holder Company in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Company's securities or the price that may be obtained in such offering, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Company's common stock or the price to be received in such offering. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced pro rata on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering registration to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter or underwriters, provided that if any other Person has rights to a Piggyback Registration with respect to the same underwritten public offering, the rights of the Holders to sell their securities together with such other Persons holding Piggyback Rights shall be reduced on a Pro Rata basis cut back proportionately (in relation to the aggregate amount number of shares that each Person so participating in the Piggyback Registration has requested to be included compared to the number of all shares with respect to which inclusion has been properly requested (with Warrants to be considered shares for the purposes of this calculation)), except to the extent that the managing underwriter deems will not have instrument providing for such material and adverse effectother Piggyback Rights specifically provides that the rights held by such other Person either take precedence over or shall be subordinated to the Piggyback Rights held by the Holders hereunder. In The Company shall pay all Registration Expenses incurred in connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablePiggyback Registration.

Piggyback Registration. At any time after the 180th day after the Closing Date, if If the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after Whenever the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten public offering of Common Stock by the Company for its own account or for the account of any stockholders of the Company (other than a registration statement filed pursuant to a demand made pursuant to either Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 2 or an offering on any registration statement that does not permit secondary sales4 hereof), the Partnership Company shall notify all Holders give written notice (the “Offering Notice”) of such proposal proposed filing to each of the Holders at least five Business Days 30 days before the proposed anticipated filing date. The Partnership Such Offering Notice shall use commercially reasonable efforts offer all such Holders the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each such Holder shall may request in writing, which request for registration (each, a Notice “Piggyback Registration”) must be received by the Partnership Company within two Business Days 15 days after the Offering Notice is given. The Company shall use all reasonable efforts to cause the managing underwriter or underwriters of such Holder’s receipt a proposed underwritten offering, if any, to permit the holders of the notice from Registrable Securities requested to be included in the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is registration for an Underwritten Offering, then any Holder’s ability such offering to include its desired amount of such Registrable Securities in such Registration Statement shall be conditioned offering on the same terms and conditions as the common stock of the Company or, if such Holder’s inclusion offering is for the account of all other stockholders, the common stock of such Registrable Securities in stockholders included therein. Notwithstanding the Underwritten Offering; provided thatforegoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises a proposed underwritten offering advise the Partnership and the Holder Company in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Common Stock, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Common Stock. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced pro rata on the basis of the relative number of any Registrable Securities requested by each Selling such Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis registration to the aggregate amount that extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter deems will not have such material and adverse effector underwriters. In The Company shall pay all Registration Expenses incurred in connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablePiggyback Registration.

Piggyback Registration. At (a) If the Company at any time after following the 180th day after the Closing Date, if the Partnership shall propose date hereof proposes to file a Registration Statement (registration statement or conduct a securities offering other than pursuant to this Agreement, including an Underwritten Block Trade, off an already filed Shelf Registration Statement using a demand made pursuant to Section 7.12(a)prospectus supplement (such registration statement or prospectus supplement, a “Primary Registration Statement”) for an offering the primary sale of Partnership Interests for cash any securities of the Company (other than an offering relating solely except with respect to an employee benefit plan, an offering relating to a transaction registration statements on Form S-4 S-0, Xxxx X-0 or an offering on any registration statement that does another form not permit secondary salesavailable for registering the Registrable Securities for sale to the public), it will give prompt written notice thereof to the Partnership Shareholder of its intention to do so (such notice to be given not less than fifteen (15) Business Days prior to the anticipated filing date of the Primary Registration Statement). The Shareholder, to the extent it still holds any Registrable Securities, shall notify all Holders within five (5) Business Days of receipt of such proposal at least five Business Days before notice indicate to the proposed filing dateCompany if it wishes to participate in the offering contemplated by the Primary Registration Statement and, if so, the number of Registrable Securities it wishes to offer and sell. The Partnership shall Company will use its commercially reasonable efforts to cause the Registrable Securities as to which inclusion shall have been so requested to be included in the Primary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Primary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Primary Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Shareholder must sell all Registrable Securities included on the Primary Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event that an Underwriter Cutback is required in the view of the managing underwriter, then the securities of the Company to be included in such underwritten offering will be based on the following priority: (A) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (B) second, in addition to the securities of the Company included pursuant to the preceding clause (A), the number of Registrable Securities held requested to be included by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt or on behalf of the notice from Shareholder, up to the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided number that, in the event that the managing underwriter opinion of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered , would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold), and (C) third, in addition to securities of the Company included pursuant to the preceding clause (A) and the Registrable Securities of the Shareholder included pursuant to the preceding clause (B), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Company may withdraw a Primary Registration Statement prior to its being declared effective without incurring any liability to the launch Shareholder and shall not be required to keep a Primary Registration Statement effective for longer than the period contemplated by the intended manner of such Underwritten Offeringdistribution for the securities of the Company to be sold by the Company as described in the Prospectus included in the Primary Registration Statement. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(bShareholder may, at least two (2) Business Days prior to the effective date of the a Primary Registration Statement or the pricing date filing of the Underwritten Offeringany prospectus supplement with respect to any particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the Company or requirement to reimburse for any out-of-pocket expenses of the Company. No registration of Registrable Securities pursuant to this Section 2.2 shall relieve the Company of its obligations to effect registrations pursuant to Section 2.1.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of 103 Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose If RealNetworks proposes to file a Registration Statement under the Securities Act, or consummate a Takedown Offering, with respect to an offering of Equity Securities of RealNetworks for (a) RealNetworks’ own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holders of Equity Securities of RealNetworks (other than MTVN) pursuant to a demand made pursuant registration request or takedown request delivered by such holders, then RealNetworks will give written notice of such proposed filing or Takedown Offering to Section 7.12(a)) for an offering of Partnership Interests for cash MTVN as soon as practicable (other but in no event less than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales20 days before the anticipated filing date), and upon the Partnership shall notify all Holders written request, given within 15 days after delivery of any such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts notice by RealNetworks, of MTVN to include in such registration or Takedown Offering, as applicable, Registrable Securities (which request shall specify the number of Registrable Securities held by any Holder proposed to be included in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten registration or Takedown Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of as applicable), RealNetworks will cause all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten registration or Takedown Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement applicable, on the same terms and conditions as RealNetworks’ or such holder’s Equity Securities of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms RealNetworks (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership proposed filing or Takedown Offering, as applicable, and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement filed in connection with such registration, or the pricing date consummation of the Underwritten such Takedown Offering, as applicable, RealNetworks shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the securities, RealNetworks may, at its election, give written notice of such determination to MTVN and, thereupon, will 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. RealNetworks will control the determination of the form of any offering contemplated by this Section 2.02, including whether any such offering will be in the form of an underwritten offering and, if any such offering is in the form of an underwritten offering, RealNetworks will select the lead Underwriter and any additional Underwriters in connection with such offering. RealNetworks will use its commercially reasonable efforts to cause any such Registration Statement to be effective for at least 90 days.

Piggyback Registration. At If Azurix proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any time class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 under the Securities Act applies or an offering of securities solely to Azurix's existing stockholders), then Azurix shall in each case give written notice of such proposed filing to the Holders of Restricted Stock as soon as practicable (but no later than five business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise Azurix in writing within five business days after the 180th day after date of Azurix's notice, setting forth the Closing Dateamount of such Holder's Restricted Stock for which registration is requested. If Azurix's offering is to be an underwritten offering, Azurix shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Restricted Stock, requested to be included in the registration for such offering, to include such securities in such offering on the same terms and conditions as any similar securities of Azurix included therein. Moreover, if the Partnership shall propose registration of which Azurix gives notice does involve an underwriting, the right of each Holder to file a Registration Statement (other than registration pursuant to this Section 3 shall, unless Azurix otherwise assents, be conditioned upon such Holder's participation as a demand made pursuant seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by Azurix. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Section 7.12(a)the Holders of Restricted Stock that either because of (A) for an the kind of securities which the Holders, Azurix and any other person or entities intend to include in such offering or (B) the size of Partnership Interests for cash (the offering which the Holders, Azurix and other than an offering relating solely persons intend to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)make, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt success of the notice from offering or the Partnership. If then prevailing price of the Registration Statement about which Common Stock would be materially and adversely affected by inclusion of the Partnership gives notice under this Section 7.12(b) is for an Underwritten OfferingRestricted Stock requested to be included, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, (i) in the event that the managing underwriter size of the offering is the basis of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringmanaging underwriter's opinion, the number of shares to be offered for the accounts of Holders of Restricted Stock shall be reduced pro rata or to the extent necessary to reduce the total amount of Registrable Securities that each Selling Holder requested securities to be included in such Underwritten Offering offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as Azurix, such reduction shall not represent a greater fraction of the number or kind of securities intended to be offered by Holders of Restricted Stock than the fraction of similar reductions imposed on such other persons or entities over the amount of securities of such kind they intended to offer; and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to be included in such offering shall be reduced on a Pro Rata basis as described in clause (i) above (subject to the aggregate amount that proviso in clause (i)) or, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter deems underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will not have be excluded from such material offering. Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and adverse effect. In connection with any such Underwritten Offeringshall not, without the Partnership consent of Azurix and the Selling Holders involved shall enter into an underwriting agreement manager of the underwriting, be transferred in customary form that is reasonably acceptable a public distribution prior to the Partnership and take all reasonable actions earlier of 90 days (or such other shorter period of time as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions manager of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(brequire) prior to after the effective date of the Registration Statement registration statement or 150 days after the pricing date the Holders of the Underwritten Offering, as applicablesuch Restricted Stock are notified of such exclusion.

Piggyback Registration. At (a) If the Company proposes at any time after to register any Class A Shares under the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement Securities Act (other than pursuant a registration on Form S-8 or Form S-4 (or any similar successor forms), or registrations in connection with dividend reinvestment and stock purchase plans), whether or not for sale for its own account, the Company shall each such time give prompt written notice at least 20 business days prior to a demand made pursuant to Section 7.12(a)) for the anticipated filing date of the registration statement or, in the case of an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit planExisting Registration Statement, an offering any prospectus supplement relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)such registration, to the Partnership Covered Persons, which notice shall notify all Holders of such proposal at least five Business Days before offer the proposed filing date. The Partnership shall use commercially reasonable efforts Covered Persons the opportunity to include such elect to register for resale the number of Registrable Securities held by Covered Persons as the Covered Persons may request (the “Maximum Covered Person Participation Amount”), subject to the provisions of Section 2.3(b) (a “Piggyback Registration”). If any Holder in such Registration Statement as each Holder shall request Covered Person elects to participate in a Notice received by Piggyback Registration, such Covered Person shall notify the Partnership within two Business Days Company at least 10 business days prior to any such anticipated filing date of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability its election to include its desired amount of Registrable Securities in such Registration Statement Piggyback Registration. Each Covered Person electing to so participate may elect to include in the Piggyback Registration, Piggyback Registrable Securities in an amount up to that number of Piggyback Registrable Securities then held by such Covered Person multiplied by a fraction, the numerator of which shall be conditioned on the Maximum Covered Person Participation Amount and the denominator of which shall be the aggregate number of Piggyback Registrable Securities then held by all Covered Persons electing to participate in such Holder’s inclusion Piggyback Registration; provided, that if any Covered Person elects not to participate in such Piggyback Registration up to its portion of all the Maximum Covered Person Participation Amount as provided above, the other Covered Persons may elect to include in such Piggyback Registration additional Piggyback Registrable Securities in the Underwritten Offeringsame proportions as determined above; and provided thatfurther, in the event that the managing underwriter participation of each Covered Person in any such Underwritten Offering advises Piggyback Registration shall be reduced (without duplication) by the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount aggregate number of Registrable Securities sold by such Covered Person and its Permitted Transferees pursuant to Rule 144 or another exemption from the registration requirements of the Securities Act during the three (3) months prior to the initial filing date of such Piggyback Registration. The Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that each Selling Holder the Company has been so requested to register by the Covered Persons, to the extent necessary to permit the disposition of such Registrable Securities to be so registered, provided, that: (i) if such registration involves an Underwritten Public Offering, all such Covered Persons to be included in such Underwritten Offering shall be reduced on a Pro Rata basis the Company’s registration must sell their Registrable Securities to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested underwriters selected by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement Company on the same terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice as apply to the Partnership Company or any other selling person, as applicable, and the managing underwriter; provided such (ii) if, at any time after giving notice is delivered prior of its intention to the launch of such Underwritten Offering. The Partnership shall have the right register any securities pursuant to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b2.3(a) and prior to the effective date of the registration statement filed in connection with such registration or the filing date of any prospectus supplement to an Existing Registration Statement or filed in connection with such registration, the pricing date Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Covered Persons and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.3 shall relieve the Underwritten Offering, as applicableCompany of its obligations to effect a Shelf Registration to the extent required by Section 2.1. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. At If there is a PRGX-initiated registration (a "PRGX Registration") or a registration initiated by the holders of rights under the August Registration Rights Agreement (the "Berkshire Holders"), or any time after other stockholder of the 180th day after the Closing Date, if the Partnership shall propose Company with contractual rights to file initiate such registration (each a Registration Statement "Stockholder Registration") (other than a registration effected pursuant to Article I(a) hereof prior to January 24, 2004 or a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating registration effected solely to register an employee benefit or dividend reinvestment plan, to effect a business combination pursuant to Rule 145 or conduct an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary salesexchange offer), the Partnership shall notify all Holders PRGX will give each Holder written notice of such proposal at least five Business Days before registration. Upon the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number written request of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership given within two Business Days ten (10) days after mailing of such Holder’s receipt notice by PRGX in accordance with Section 9.1, PRGX shall, subject to the provisions below regarding underwritten registrations, cause to be registered under the Securities Act all of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling such Holder has requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effectregistered. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into offering involving an underwriting agreement of shares of PRGX's capital stock, PRGX shall not be required under this Article II to include any of the Holders' securities in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering such underwriting unless it agrees to sells its Registrable Securities covered by the Registration Statement on they accept the terms and conditions of the underwriting agreement as agreed upon between PRGX and completes the underwriters selected by it, and delivers all necessary documents and information reasonably then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering. If the total amount of securities, including Registrable Securities, to be included in such offering exceeds the amount of securities to be sold that the underwriters determine in their sole discretion is compatible with the success of the offering, then PRGX shall be required under to include in the terms offering only that number of such underwriting agreementsecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering of the securities so included. Any Holder may withdraw Securities shall be excluded from a PRGX Registration in the order set forth below: First, the number of shares requested to be registered for the account of persons, if any, whose rights to have their shares included in such Underwritten Offering by notice registration are subordinate to the Partnership rights granted pursuant to this Agreement shall be reduced as required; Second, the number of shares eligible to be registered for the account of the Holders and the managing underwriternumber of shares eligible to be registered by the Berkshire Holders, if any, shall be reduced, as required, so Holders of registration rights granted pursuant to this Agreement shall be entitled to sell (i) if such Registrable Securities requested to be included by such Holders include only Blum Designated Shares and any shares requested to be includxx xy Berkshire Holders pursuant to the August Registration Rights Agreement include only Berkshire Designated Shares (as defined in the August Registration Rights Agreement), up to 50% of the total Registrable Securities allocated for sale in the offering by the Holders and the Berkshire Holders, in the aggregate, and the Berkshire Holders shall be entitled to sell up to 50% of the total Registrable Securities allocated for sale in the offering by Holders and the Berkshire Holders, in the aggregate, or (ii) if such Registrable Securities requested to be included by such Holders include any Registrable Securities other than Blum Designated Shares or if any shares requested to be inclxxxx by Berkshire Holders pursuant to the August Registration Rights Agreement include shares other than Berkshire Designated Shares, the Holders shall be entitled to sell up to 60% of the total Registrable Securities allocated for sale in the offering by the Holders and the Berkshire Holders, in the aggregate, and the Berkshire Holders shall be entitled to sell up to 40% of the total Registrable Securities allocated for sale in the offering by Holders and the Berkshire Holders, in the aggregate; provided provided, however, that, to the extent that the number of shares the Holders or the Berkshire Holders, in the aggregate, are entitled to register pursuant to this sentence exceeds the number that such notice is delivered holders actually seek to register, then such excess shall be added to the number of shares that the Holders or the Berkshire Holders, respectively, shall be entitled to register; Third, those shares to be included in satisfaction of any superior contractual registration rights, if any; Last, those shares to be included for the account of the Company, if any. Securities shall be excluded from a Stockholder Registration (other than a Demand Registration with respect to Purchased Shares prior to January 24, 2004) in the launch order set forth below: First, those shares to be included for the account of the Company, if any; Second, the number of shares requested to be registered for the account of persons, if any, whose rights to have their shares included in such Underwritten Offeringregistration are subordinate to the rights granted pursuant to this Agreement shall be reduced as required; Third, the number of shares eligible to be registered for the account of the Holders and the number of shares eligible to be registered by the Berkshire Holders shall be reduced, as required, so the Holders of registration rights granted pursuant to this Agreement shall be entitled to sell (i) if such Registrable Securities requested to be included by such Holders include only Blum Designated Shares and any shares requested to be includxx xy Berkshire Holders pursuant to the August Registration Rights Agreement include only Berkshire Designated Shares, up to 50% of the total Registrable Securities allocated for sale in the offering by the Holders and the Berkshire Holders, in the aggregate, and the Berkshire Holders shall be entitled to sell up to 50% of the total Registrable Securities allocated for sale in the offering by Holders and Berkshire Holders, in the aggregate, or (ii) if such Registrable Securities requested to be included by such Holders include any Registrable Securities other than Blum Designated Shares or if any shares requested to be inclxxxx by Berkshire Holders pursuant to the August Registration Rights Agreement include shares other than Berkshire Designated Shares, the Holders shall be entitled to sell up to 60% of the total Registrable Securities allocated for sale in the offering by the Holders and the Berkshire Holders, in the aggregate, and the Berkshire Holders shall be entitled to sell up to 40% of the total Registrable Securities allocated for sale in the offering by Holders and the Berkshire Holders, in the aggregate; provided, however, that, to the extent that the number of shares the Holders or the Berkshire Holders, in the aggregate, are entitled to register pursuant to this sentence exceeds the number that such holders actually seek to register, then such excess shall be added to the number of shares that the Holders or the Berkshire Holders, respectively, shall be entitled to register; Last, those shares to be included in satisfaction of any superior contractual registration rights, if any. The Partnership shall have For the right avoidance of doubt, with respect to terminate or withdraw any a Demand Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) with respect to Purchased Shares prior to January 24, 2004, all other securities to be included in such registration shall be reduced in their entirety prior to any reduction in the effective date number of Purchased Shares requested to be included by the Registration Statement or the pricing date of the Underwritten Offering, as applicableHolders.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a [Form of Second Amended and Restated Agreement of Limited Partnership] 101 demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At (a) If, at any time after the 180th day after the Closing Datewhen there are Registrable Securities then outstanding, if the Partnership shall propose to file a there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering registration statement relating to a transaction rights offering or on Form S-4 or an offering on Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any registration statement that does not permit secondary salesacquisition of or merger with any entity or business or equity securities issuable in connection with the Company’s equity incentive or other employee benefit plans), and even if there is such an effective Registration Statement covering all of the Partnership Registrable Securities, in the event that such offering for its own account or the account of others is to be underwritten, then the Company shall notify all Holders deliver to each Holder a written notice of such proposal at least five Business Days before determination, and if, within ten (10) days after the proposed filing date. The Partnership date of the delivery of such notice, any such Holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such number registration statement all or any part of any Registrable Securities held by any such Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability requests to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringregistered. The Partnership Company shall have the right to postpone, terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b) 2.2 prior to the effective date effectiveness of such registration whether or not any Holder has elected to include securities in such registration. (b) The right of any Holder to registration pursuant to this Section 2.2 in connection with an underwritten offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter(s) selected for such underwriting by the Company or other holder of securities having the right to select such managing underwriter(s) (such underwriting agreement to be in the form negotiated by the Company). Notwithstanding any other provision of this Section 2.2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board in writing that in its or their good faith opinion the number of 9 Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering without adversely affecting the success of such offering, in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (i) first, up to the total number of securities that the Company has requested to be included in such registration, if such registration has been initiated by the Company, or that any other holder of securities has requested to be included in such registration, if such registration has been initiated by such other holder, and (ii) second, and only if all the securities referred to in clause (i) have been included, all other securities proposed to be included in such offering by Holders and other holders with registration rights (pro rata based upon the number of securities that each of them shall have so requested to be included in such offering) that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter (provided that, if the managing underwriter(s) have provided such Holder with written notice of the date on which the applicable Registration Statement or the pricing date will become effective no later than five (5) Business Days prior to such effectiveness date, such Holder’s written notice of such election must be given at least two (2) Business Days prior to effectiveness of the Underwritten Offering, as applicable.applicable Registration Statement). Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Section 2.3

Piggyback Registration. At any time after prior to May 6, 2000 whenever the 180th day after the Closing Date, if the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an underwritten public offering of Partnership Interests Common Stock by the Company for cash (its own account or for the account of any other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)holder of Common Stock, the Partnership Company shall notify all Holders give written notice (the "Offering Notice") of such proposal proposed filing at least five Business Days 30 days before the proposed anticipated filing date. Such Offering Notice shall offer Holder the opportunity to register such number of Common Stock as Investor may request in writing, which request for registration (each, a "Piggyback Registration") must be received by the Company within 25 days after the Offering Notice is given. The Partnership Company shall use commercially all reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holder requested to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned offering on such Holder’s inclusion the same terms and conditions as the Securities of all such Registrable Securities in the Underwritten Offering; provided thatCompany included therein. Notwithstanding the foregoing, in the event that if the managing underwriter or underwriters of such Underwritten Offering advises a proposed underwritten offering advise the Partnership and the Holder Company in writing that in its or their opinion the inclusion number of all or some Registrable Securities would adversely and materially affect proposed to be sold in such offering exceeds the timing or success of the Underwritten Offering, the amount number of Registrable Securities that each Selling can be sold in such offering without adversely affecting the market for the Company's Securities or the price that may be obtained in such offering, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Company's common stock or the price to be received in such offering. In such event, the number of Registrable Securities, if any, to be offered for the account of Holder requested shall be reduced to the extent necessary to reduce the total number of Registrable Securities to be included in such Underwritten Offering offering to the number recommended by such managing underwriter or underwriters, provided that if any other Person has rights to a Piggyback Registration with respect to the same underwritten public offering, the right of the Holder to sell its securities together with such other Persons holding Piggyback Rights shall be reduced on a Pro Rata basis cut back proportionately (in relation to the aggregate amount number of shares that each Person so participating in the managing underwriter deems will not have such material and adverse effectPiggyback Registration has requested to be included compared to the number of all shares with respect to which inclusion has been 105 properly requested). In The Company shall pay all Registration Expenses (as defined below) incurred in connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicablePiggyback Registration.

Piggyback Registration. At any time after the 180th day after the Closing Datedate hereof, if the Partnership shall propose Company proposes to file a Registration Statement (other than pursuant under the Securities Act with respect to a demand made pursuant to Section 7.12(a)) for an offering the resale of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)the Company's Common Stock, the Partnership Company shall notify all Holders send to each Investor written notice of such proposal at least five Business Days before determination and, if within fifteen (15) days after the proposed filing date. The Partnership date of such notice, such Investor shall use commercially reasonable efforts so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered[, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities held sought to be included by such Investors; provided, however that the Company shall not exclude any Holder Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement as each Holder or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided, further however that after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall request be made pro rata with holder of other securities having the contractual right to include such securities in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability other than holder of securities contractually entitled to include its desired amount inclusion of Registrable Securities their securities in such Registration Statement shall be conditioned on by reason of demand registration rights.] In an offering in connection with which an Investor is entitled to registration under this Section 2(a), if such Holder’s inclusion of all offering is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership same underwriter(s) and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis subject to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offeringprovisions of this Agreement, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the same terms and conditions as other shares of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of Common Stock include in such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableunderwritten offering.

Piggyback Registration. At (i) If the Company proposes to file a ---------------------- registration statement under the Securities Act relating solely to a secondary offering of Common Stock by any stockholder of the Company (a "Selling Holder") (it being understood that a registration statement on Form S-4 or S-8 (or any form substituting therefor) or filed in connection with an exchange offer, a non-cash offer or an offering of securities solely to the Company's existing stockholders or employees or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities shall not be deemed to be a secondary offering contemplated hereby) at any time after the 180th day after first anniversary of the Closing Datedate hereof, if the Partnership Company shall propose in each case give written notice of such proposed filing to file a Registration Statement (other than pursuant the Investor at least twenty days before the anticipated filing date, and such notice shall offer the Investor the opportunity to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any include in such registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include (a "Secondary Piggy-back") such number of Registrable Securities held as such Investor may request in writing within ten days after receipt of such notice; provided, that the right to -------- register Registrable Securities as provided in this Section 9.1(b) shall not apply to any registration statement relating to a primary offering of Common Stock by the Company for its own account even if securityholders of the Company exercise any Holder rights they may have to include their securities in such Registration Statement as each Holder registration statement. The Company shall request in use reasonable efforts to cause the managing underwriter or underwriters, if any, of a Notice received proposed underwritten offering by such Selling Holders to permit the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability Investor to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned offering on the same terms and conditions as any similar securities being offered by such Holder’s inclusion of all Selling Holders and included therein. Notwithstanding the foregoing, if any such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter or underwriters of such Underwritten Offering advises offering advise the Partnership Company and the Holder Investor in writing that in its opinion or their sole discretion the inclusion aggregate amount of all or some Registrable Securities would securities requested to be included in such offering could be expected to adversely and materially affect the timing or success of such offering (including, without limitation, the Underwritten Offering, price of the Common Stock to be offered thereby) then the amount of Registrable Securities that each Selling Holder requested to be offered for the account of the Investor shall be reduced to the extent necessary to reduce the total amount of securities to be included in such Underwritten Offering shall be reduced on a Pro Rata basis offering to the aggregate amount that the recommended by such managing underwriter deems will not have such material and adverse effectunderwriter. In connection with any such Underwritten Offeringa Secondary Piggy- back, the Partnership Company will bear all registration expenses, except that underwriting commissions and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable expenses attributable to the Partnership Registrable Securities and take all reasonable actions as are requested fees and disbursements of counsel, if any, for the Investor will be borne by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableInvestor.

Piggyback Registration. At If at any time after the 180th day after the Closing Date, if the Partnership Company shall propose to file the filing of a Registration Statement on an appropriate form under the Securities Act of any securities of the Company, but excluding Registration Statements relating to any registration under Section 11.1 or to any employee benefit plan or a corporate reorganization, then the Company shall give Purchaser notice of such proposed registration and shall include in any Registration Statement relating to such securities all or a portion of Purchaser’s Registrable Securities as Purchaser shall request, by notice given by Purchaser to the Company within twenty (other than 20) days after the giving of such notice by the Company, to be so included. In the event of the inclusion of Registrable Securities pursuant to a demand made pursuant to this Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)11.2, the Partnership Company shall notify bear all Holders of the Costs and Expenses of such proposal at least five Business Days before registration; provided, however, that Purchaser shall be obligated to pay, pro rata based upon the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held included therein, the underwriters’ discounts and commissions and reimbursable underwriters’ expenses. In the event the distribution of securities of the Company covered by any Holder in such a Registration Statement as each Holder shall request referred to in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) 11.2 is for an Underwritten Offeringto be underwritten, then any Holderthe Company’s ability obligation to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in subject, at the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success option of the Underwritten OfferingCompany, to the amount following further conditions: (a) The distribution for the account of Registrable Securities that each Selling Holder requested Purchaser shall be underwritten by the same underwriters who are underwriting the distribution of the securities for the account of the Company and/or any other persons whose securities are covered by such Registration Statement, and Purchaser will enter into an agreement with such underwriters containing customary provisions; 28 (b) If the underwriting agreement entered into with the aforesaid underwriters contains restrictions upon the sale of securities of the Company, other than the securities which are to be included in such Underwritten Offering shall be reduced on the proposed distribution, for a Pro Rata basis to the aggregate amount that the managing underwriter deems will period not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw exceeding one hundred eighty (180) days from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement Statement, then such restrictions will be binding upon Purchaser and, if requested by the Company, Purchaser will enter into a written agreement to that effect; and (c) If the underwriters state in writing that they are unwilling to include any or all of Purchaser’s securities in the pricing date proposed offering because such inclusion will materially interfere with the orderly sale and distribution of the Underwritten Offeringsecurities being offered by the Company, as applicable.then the number of Purchaser’s Registrable Securities to be included will be reduced in accordance with such statement by the underwriters. 11.3

Piggyback Registration. At If Pearsanta shall determine at any time after the 180th day after (a) consummation of Pearsanta first firm commitment underwritten public offering of Pearsanta Common Stock under the Closing DateSecurities Act or (b) any other transaction which results in or ultimately has the effect of Pearsanta being subject to any public company reporting obligations under the Securities and Exchange Act of 1934, if the Partnership shall propose as amended, to register for sale any of Pearsanta Common Stock in an underwritten offering or to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement covering the resale of any of its outstanding securities on behalf of shareholders of Pearsanta, Pearsanta shall provide written notice to each holder of Pearsanta Shares, which notice shall be provided no less than ten (10) calendar days prior to the filing of such applicable registration statement (the “Notice”). In that does not permit secondary sales)event, each holder of Pearsanta Shares shall have the right to include any shares of Pearsanta Common Stock issuable upon conversion of the Pearsanta Shares (collectively, the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of “Piggyback Registrable Securities held by any Holder Securities”) in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of registration, but such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement right shall be conditioned on upon such Holder’s holder of Pearsanta Shares written request to participate which shall be delivered to Pearsanta within ten (10) calendar days after the Notice, as well as such holder of Pearsanta Shares participation in such underwriting (if applicable, for purposes of this paragraph) and the inclusion of all such holder of Pearsanta Shares Piggyback Registrable Securities in the Underwritten Offering; underwriting to the extent provided that, in the event that the managing underwriter herein. If any holder of such Underwritten Offering advises the Partnership and the Holder in writing that in Pearsanta Shares proposes to sell any of its opinion the inclusion of all or some Piggyback Registrable Securities would adversely through such underwriting, such holder of Pearsanta Shares shall (together with Pearsanta and materially affect the timing or success any other stockholders of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in Pearsanta selling their securities through such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall underwriting) enter into an underwriting agreement in customary form that is reasonably acceptable with the underwriter selected for such underwriting by Pearsanta. Notwithstanding anything herein to the Partnership and take contrary, if the underwriter determines, in its reasonable discretion, that marketing factors require a limitation on the number of shares of Pearsanta Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Piggyback Registrable Securities thereinfrom such registration and underwriting. No Holder Pearsanta shall so advise each holder of Pearsanta Shares and indicate to each holder of Pearsanta Shares the number of shares of Piggyback Registrable Securities that may participate be included in the Underwritten Offering unless it agrees to sells its registration and underwriting, if any. If any holder of Pearsanta Shares includes Piggyback Registrable Securities covered in any registration, it shall furnish to Pearsanta such information regarding such holder of Pearsanta Shares, the Piggyback Registrable Securities held by such holder of Pearsanta Shares, and the Registration Statement on the terms and conditions intended method of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms disposition of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice securities as shall be required in order to comply with any applicable law or regulation in connection with the Partnership and the managing underwriter; provided such notice is delivered prior to the launch registration of such Underwritten Offeringholder of Pearsanta Shares Piggyback Registrable Securities or any qualification or compliance with respect to such holder of Pearsanta Shares Piggyback Registrable Securities. The Partnership Pearsanta shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(b) prior to before the effective date of the Registration Statement such registration, whether or the pricing date not any holder of the Underwritten Offering, as applicablePearsanta Shares has elected to include Piggyback Registrable Securities in such registration.

Piggyback Registration. At any time after (a) The Parent shall notify the 180th day after Shareholders in writing at least fifteen (15) days prior to the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering filing of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does under the Securities Act for purposes of a public offering of securities of the Parent (including, but not permit limited to, registration statements relating to secondary sales)offerings of securities of the Parent, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Partnership shall notify Securities Act) and will afford each Shareholder, subject to the terms of this Section 7.9, an opportunity to include in such registration statement all Holders or part of such proposal at least five Business Days before the proposed filing datePiggyback Registrable Shares held by such Shareholder. The Partnership shall use commercially reasonable efforts Each Shareholder desiring to include in any such number registration statement all or any part of the Piggyback Registrable Securities Shares held by any Holder in such Registration Statement as each Holder shall request in it (a Notice received by "Piggyback Registering Shareholder") shall, within fifteen (15) days after the Partnership within two Business Days of such Holder’s receipt of the above-described notice from the PartnershipParent, so notify the Parent in writing. Such notice shall state the intended method of disposition of the Piggyback Registrable Shares by such Shareholder. If the Registration Statement about registration statement under which the Partnership Parent gives notice under this Section 7.12(bparagraph (a) is for an Underwritten Offeringunderwritten offering, then the Parent shall so advise the Shareholder. In such event, the right of any Holder’s ability such Piggyback Registering Shareholder to include its desired amount of Registrable Securities be included in such Registration Statement a registration pursuant to this paragraph (a) shall be conditioned on upon such Holder’s inclusion of all Shareholder's participation in such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership underwriting and the Holder in writing that in its opinion the inclusion of all or some such Shareholder's Piggyback Registrable Securities would adversely and materially affect Shares in the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis underwriting to the aggregate amount that the managing underwriter deems will not have extent provided herein. All Piggyback Registering Shareholders proposing to distribute their Piggyback Registrable Shares through such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Parent. If the underwriter determines in good faith that is reasonably acceptable marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Partnership and take all reasonable actions as Parent; second, to the holders of shares of Parent Common Stock that are requested by contractually entitled to include such shares in such registration statement based on agreements in existence prior to the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate date hereof in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on accordance with the terms and conditions cut-back provisions of such agreements; third, to the Piggyback Registering Shareholders on a pro rata basis based on the total number of shares of Parent Common Stock held by such Piggyback Registering Shareholders; and fourth, to any other shareholder of the underwriting agreement Company (other than a Shareholder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Parent for its own account to be included in the registration and completes and delivers all necessary documents and information reasonably required under underwriting. If any Piggyback Registering Shareholder disapproves of the terms of any such underwriting agreement. Any Holder underwriting, such Piggyback Registering Shareholder may elect to withdraw from such Underwritten Offering therefrom by written notice to the Partnership Parent and the managing underwriter; provided such notice is , delivered at least ten (10) Business Days prior to the launch effective date of the registration statement. Any Piggyback Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Shareholder which is a partnership or corporation, the partners, retired partners and shareholders of such Underwritten OfferingShareholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single Shareholder, and any pro rata reduction with respect to such Shareholder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Shareholder as defined in this sentence. The Partnership Parent shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering registration initiated by it under this Section 7.12(bparagraph (a) prior to the effective date effectiveness of such registration whether or not any Shareholder has elected to include securities in such registration. All rights of the Registration Statement or the pricing date Shareholders and obligations of the Underwritten Offering, as applicableParent under this paragraph (a) terminate upon the second anniversary of the Closing Date.

Piggyback Registration. At (a) Subject to any time after contractual obligations to the 180th day after the Closing Datecontrary, if the Partnership shall propose Company proposes at any time to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash register any Class A Shares under the Securities Act (other than an offering relating solely Exchange Registration or a registration on Form S-8 or Form S-4, or any similar successor forms), whether or not for sale for its own account, the Company shall each such time give prompt written notice at least 20 business days prior to an employee benefit plan, an offering the anticipated filing date of the registration statement relating to a transaction on Form S-4 or an offering on any such registration to the Demand Committee, which notice shall offer the Demand Committee the opportunity to elect to include in such registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement Covered Persons as each Holder shall the Demand Committee may request in (the “Maximum Participation Amount”), subject to the provisions of Section 2.5(b) (a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership“Piggyback Registration”). If the Demand Committee elects to effect a Piggyback Registration, the Company shall give written notice of the registration statement relating to such Piggyback Registration Statement about to all Covered Persons at least 15 business days prior to such anticipated filing date (which date shall be specified in such notice), and any Covered Person electing to participate in such Piggyback Registration shall notify the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then Demand Committee and the Company at least 10 business days prior to any Holder’s ability such anticipated filing date of its election to include its desired amount of Registrable Securities in such Registration Statement Piggyback Registration. Each Covered Person electing to so participate may elect to include, in the Piggyback Registration, Piggyback Registrable Securities in an amount up to that number of Piggyback Registrable Securities then held by such Covered Person multiplied by a fraction, the numerator of which shall be conditioned on the Maximum Participation Amount and the denominator of which shall be the aggregate number of Piggyback Registrable Securities then held by all Covered Persons electing to participate in such Holder’s inclusion Piggyback Registration; provided, that if any Covered Person elects not to participate in such Piggyback Registration up to its portion of all the Maximum Participation Amount as provided above, the Demand Committee shall have the sole discretion to permit the other Covered Persons to include in such Piggyback Registration additional Piggyback Registrable Securities in the Underwritten Offeringsame proportions as determined above; and provided thatfurther, in the event that the managing underwriter participation of each Covered Person in any such Piggyback Registration shall be reduced (without duplication) by the aggregate number of Registrable Securities sold by such Covered Person and its Permitted Transferees pursuant to Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act prior to the date of such Underwritten Offering advises Piggyback Registration. Any determination with respect to the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount number of Registrable Securities that each Selling Holder requested may be included in such Underwritten Offering any Piggyback Registration by any Covered Person shall be reduced on a Pro Rata basis made by the Demand Committee in accordance with this Agreement and such determination shall be final. Upon the request of the Demand Committee, the Company shall use 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 the Demand Committee, to the aggregate amount that extent necessary to permit the managing underwriter deems will not have disposition of such material and adverse effect. In connection with any Registrable Securities to be so registered, provided, that: (i) if such registration involves an Underwritten Public Offering, all such Covered Persons to be included in the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable Company’s registration must sell their Registrable Securities to the Partnership and take all reasonable actions as are requested underwriters selected by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement Company on the same terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice as apply to the Partnership Company or any other selling person, as applicable, and the managing underwriter; provided such (ii) if, at any time after giving notice is delivered prior of its intention to the launch of such Underwritten Offering. The Partnership shall have the right register any securities pursuant to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b2.5(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 written notice to all such Covered Persons and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.5 shall relieve the Company of its obligations to effect a Demand Registration Statement to the extent required by Section 2.2 or a Resale Shelf Registration to the pricing date of the Underwritten Offering, as applicableextent required by Section 2.3. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. At (i) If the Company or any stockholder of the Company, other than the Holder, shall at any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for conduct an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales)Underwritten Offering, the Partnership Company shall promptly notify all Holders the Holder of such proposal reasonably in advance of (and in any event at least five Business Days before before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing datedate of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested Underwritten Offering advise the Company that in its or their reasonable opinion that the inclusion of any of the Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to the Holder and the Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Partnership Piggyback Notice shall offer the Holder the opportunity to include for registration in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of the Holder that are subject to an effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such number of Piggyback Registration such Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice for which the Company has received by the Partnership written requests for inclusion therein within two three Business Days of such Holder’s receipt of after sending the notice from the PartnershipPiggyback Notice. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability Holder decides not to include all of its desired amount of Registrable Securities in such any Registration Statement thereafter filed by the Company, the Holder shall be conditioned on such Holder’s inclusion of all such nevertheless continue to have the right to include any Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all any subsequent Registration Statement or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested Registration Statements as may be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested filed by the managing underwriters Company with respect to facilitate the Underwritten Offering and sale offerings of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on Common Stock, all upon the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableset forth herein.

Piggyback Registration. At If ImClone proposes to file a registration statement under the 1933 Act with respect to an offering by ImClone of any time after the 180th day class of securities after the Closing Date, if the Partnership shall propose to file a Registration Statement Date (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction registration statement on Form S-4 or S-8 or any successor form to such Forms, or filed in connection with a merger, exchange offer or an offering on any registration statement that does not permit secondary salesof securities solely to the existing stockholders in connection with a rights offering or solely to employees of ImClone), the Partnership then ImClone shall notify all Holders give written notice of such proposal proposed filing to Merck at least five Business Days twenty days before the proposed anticipated filing date. The Partnership , and such notice shall use commercially reasonable efforts offer Merck the opportunity to include register such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement as Merck may request. ImClone shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Merck to include such securities in such offering on the same terms and conditions as any similar securities of ImClone included therein. Notwithstanding the foregoing, (i) if the managing underwriter or underwriters of such Underwritten Offering advises proposed underwritten offering delivers a written notice to Merck that the Partnership total amount of securities which Merck and its Affiliates, ImClone and any other Persons or entities (other than such other Persons or entities with whom ImClone has agreements on the Holder date hereof prohibiting reduction or limitation as contemplated herein) having registration rights, intend to include in writing that in its opinion the inclusion of all or some Registrable Securities would such offering is sufficiently large as to materially and adversely and materially affect the timing or success of the Underwritten Offeringsuch offering, then the amount of Registrable Securities that each Selling Holder requested securities to be offered for the accounts of Merck and its Affiliates and for the accounts of such other Persons or entities shall be reduced or limited in proportion to their respective amounts of securities to the extent necessary to reduce the total amount of securities to be included in such Underwritten Offering offering to the amount recommended by such managing underwriter; provided, that no reduction shall be reduced on a Pro Rata basis made in the securities to be offered for the aggregate amount that account of ImClone; and (ii) if such proposed underwritten offering involves only equity securities and the managing underwriter deems will not or underwriters thereof shall have such material and adverse effect. In connection with delivered a written notice to Merck that the inclusion of any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in such offering will materially and adversely affect the Underwritten Offering unless it agrees to sells its success of such offering, then no Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of shall be included in such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicableoffering.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided provided, however, that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days business days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days business days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Piggyback Registration. At any time after the 180th day after the Closing Date, if the Partnership shall propose to file a Registration Statement (other than pursuant to a demand made pursuant to Section 7.12(a)) for an offering of Partnership Interests for cash (other than an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement that does not permit secondary sales), the Partnership shall notify all Holders of such proposal at least five Business Days before the proposed filing date. The Partnership shall use commercially reasonable efforts to include such number of Registrable Securities held by any Holder in such Registration Statement as each Holder shall request in a Notice received by the Partnership within two Business Days of such Holder’s receipt of the notice from the Partnership. If the Registration Statement about which the Partnership gives notice under this Section 7.12(b) is for an Underwritten Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided that, in the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. In connection with any such Underwritten Offering, the Partnership and the Selling Holders involved shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sells its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering. The 104 Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it under this Section 7.12(b) prior to the effective date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.