Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback Registration.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever Whenever the Corporation proposes to register any of its equity securities (other than preferred securities) for an underwritten offering under the Securities Act in which (other than i) any Corporation Securities owned beneficially or of record by I-Pulse or any of its Affiliates or any Investor are included in the registration statement for such offering as securities being offered by a selling stockholder or, (ii) at any time one hundred eighty (180) days after the effective date of the first registration statement filed by the Corporation on a covering an underwritten offering of any of its securities to the general public, Corporation Securities of any other holder are included in the registration statement on Form S-4 or for such offering as securities being offered by a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) selling stockholder (each a “Piggyback Registration”), whether the Corporation shall give prompt written notice to all holders of Registrable Securities of the proposed offering at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 4.2 shall advise the Corporation in writing within twenty (20) days after the date of receipt of such notice from the Corporation, setting forth the amount of such Registrable Securities for its own account or for the account of otherswhich registration is requested. Subject to Section 4.2(b), the Corporation shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the thereupon include in such filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice for which registration is received by such Piggyback Sellerso requested, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all effect registration under the Securities Act of such Registrable Securities held by Piggyback Sellers with respect Securities. Notwithstanding anything to which the contrary contained herein, the Corporation shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration whether or not any holder of Registrable Securities has received such written requests for inclusion elected to be included include securities in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback Registrationregistration.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor forms thereto form thereto, (iii) on a Shelf Registration Statement or any other form that would not be available for registration of Registrable Securities (iv) pursuant to Section 5.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, Shareholder prompt written notice thereof (but not less than ten fifteen (1015) business days Business Days prior to the filing by the Corporation Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable good faith estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration Registration, and, to the extent the Company proposes to register any of its Class P Shares, on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback RegistrationClass P Shares.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register the offer and sale of any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities thereto) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, Shareholder prompt written notice thereof (but not less than ten (10) business days prior to the public filing by the Corporation Company with the SEC of any registration statement with respect thereto, provided that the Company shall not be required to deliver such notice prior to the a confidential submission or non-public filing of any registration statement with the SEC). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller, and may condition the sale of such Registrable Securities on a price range) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback RegistrationRegistration (whether for the account of the Company or for the account of others).

Piggyback Registration. (a) Subject to 3.1. If at any time after the terms and conditions hereofthird anniversary of the Closing Date, whenever the Corporation Company proposes to register any (including for this purpose a registration effected by the Company for the account of its equity securities (the Company or shareholders of the Company other than preferred securitiesthe Holder) shares of Common Stock or securities convertible or exercisable into shares of Common Stock under the Securities Act (other than a registration by in connection with the Corporation on a registration statement public offering solely for cash on Form S-4 X- 0, X-0 or a registration statement on Form S-8 S-3 (or any replacement or successor forms thereto or any other form that would not be available for registration of Registrable Securities forms) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice thereof as soon as practicable (but in not event less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing any related Registration Statement), the Company shall promptly give the Holder written notice of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities"Piggyback Registration"). Upon the written request of any Person that on the Holder given within 10 days following the date of such notice, the Piggyback Notice is a Stockholder Company shall use commercially reasonable efforts to cause to be included in such registration statement (a “"Piggyback Seller”) (which written request shall specify Registration Statement," the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback SellerShelf Registration Statement, the CorporationDemand Registration Statement and Piggyback Registration Statement are hereinafter called collectively, subject to the terms "Registration Statements" and, individually, a "Registration Statement"), and conditions of this Agreement, shall use its commercially reasonable efforts to cause to be registered under the Securities Act all such the Registrable Securities held by Piggyback Sellers with respect to which that the Corporation has received such written requests for inclusion Holder shall have requested to be included in such registered. The Company shall have the absolute right to withdraw or cease to prepare or file any Piggyback Registration on Statement for any offering referred to in this Section 3 without any obligation or liability to the same terms and conditions as Holder; provided, that the Corporation’s equity securities being sold Company shall promptly notify the Holder in writing of any such Piggyback Registrationaction.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or in any of the cases of (x) or (y) on any successor forms thereto or any other form that would not be available for registration of Registrable Securities thereto)) (each a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, Stockholder that on such date constitutes Piggyback Stockholder prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable good faith estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the such Piggyback Notice is constitutes a Piggyback Stockholder (any such Persons a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) ), given within ten five (105) days after such Piggyback Notice is received by such Piggyback SellerPerson, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback Registration.

Piggyback Registration. (ai) Subject If Triangle shall at any time propose to the terms and conditions hereofconduct, whenever the Corporation proposes to register any of its equity securities (other than preferred securities) under the Securities Act pursuant to any Demand Registration, a public offering of Common Stock for cash (other than whether in connection with a registration public offering of Common Stock by the Corporation on Triangle, a registration statement 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 a S-8 or an offering on any registration statement on Form S-8 or any successor forms thereto or any other form that would does not be available permit secondary sales), Triangle shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before) the commencement of the offering (the “Piggyback Notice”). The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the number of Registrable Securities ) as they may request (a “Piggyback Registration”), whether . Triangle shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for its own account or for the account of others, the Corporation shall give each Stockholder, prompt which Triangle has received written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of requests within three Business Days after sending the Piggyback Notice is a Stockholder (a “Piggyback SellerRequest”) (which written request shall specify the number for inclusion therein. If a Holder decides not to include all of its Registrable Securities then presently intended in any Registration Statement thereafter filed by Triangle, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be disposed filed by Triangle with respect to offerings of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback SellerCommon Stock, the Corporation, subject to all upon the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback Registrationset forth herein.

Piggyback Registration. (a) Subject to the terms and conditions Section 2.1(a) hereof, whenever the Corporation if Ashford Prime proposes to register any of its equity securities file a registration statement (other than preferred securitiesor a prospectus supplement pursuant to a then existing shelf registration statement) under the Securities Act (other than with respect to a registration proposed underwritten equity offering by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”), whether Ashford Prime for its own account or for the account of othersany of its respective securityholders of any class of security other than (i) any registration statement filed by Ashford Prime under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 7.4 of the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration or any other contractually obligated registration or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Corporation Commission) filed in connection with an exchange offer or offering of securities solely to Ashford Prime’s existing securityholders, then Ashford Prime shall give each Stockholder, prompt written notice thereof of such proposed filing to the Holders of Registrable Securities as soon as practicable (but not in no event less than ten (10) business days prior before the anticipated filing date of the applicable preliminary prospectus or, if applicable, prospectus supplement; provided that in the case of a “bought deal” or an offering in which there is no (or very limited) marketing, seven (7) days before pricing, and such notice shall offer such Holders the opportunity to the filing by the Corporation with the SEC register such number of any registration statement with respect thereto). Such notice shares of Registrable Securities as each such Holder may request (a “Piggyback NoticeRegistration”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities). Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, Ashford Prime shall use its commercially reasonable efforts to cause all such the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion requested to be included in such a Piggyback Registration to be included on the same terms and conditions as the Corporation’s equity any similar securities being sold in such Piggyback Registrationof Ashford Prime included therein.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or in any of the cases of (x) or (y) on any successor forms thereto or any other form that would not be available for registration of Registrable Securities thereto)) (each a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, Stockholder that on such date constitutes a Piggyback Stockholder prompt written notice thereof (but not less than ten five (105) business days Business Days prior to the filing by the Corporation Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable good faith estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the such Piggyback Notice is constitutes a Piggyback Stockholder (any such Persons a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) ), given within ten two (102) days Business Days after such Piggyback Notice is received by such Piggyback SellerPerson, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback Registration.

Piggyback Registration. (ai) Subject If the Partnership shall at any time propose to the terms and conditions hereoffile a Registration Statement, whenever the Corporation proposes to register any of its equity securities (other than preferred securities) under the pursuant to any Demand Registration, for an offering of Partnership Securities Act for cash (other than whether in connection with a registration public offering of Partnership Securities by the Corporation on Partnership, a registration statement public offering of Partnership Securities by unitholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or a an offering on any registration statement on Form S-8 or any successor forms thereto or any other form that would does not be available permit secondary sales), the Partnership shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least two (2) Trading Days before) the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the number of Registrable Securities ) as they may request (a “Piggyback Registration”), whether . The Partnership shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for its own account or for which the account of others, the Corporation shall give each Stockholder, prompt Partnership has received written notice thereof requests within three (but not less than ten (103) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date after mailing of the Piggyback Notice is a Stockholder (a “Piggyback SellerRequest”) (which written request shall specify the number for inclusion therein. If a Holder decides not to include all of its Registrable Securities then presently intended in any Registration Statement thereafter filed by the Partnership, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be disposed filed by the Partnership with respect to offerings of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback SellerPartnership Securities, the Corporation, subject to all upon the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback Registrationset forth herein.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Fortress proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Fortress on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities thereto) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Fortress shall give each StockholderInvestor that on such date, together with its Permitted Transferees who are then Investors in accordance with this Agreement, holds at least a Piggyback Registrable Amount (each, a “Piggyback Investor”), prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation Fortress with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable good faith estimate by the Corporation Fortress of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of the Piggyback Notice is constitute a Stockholder Piggyback Investor (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the CorporationFortress, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Fortress has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationFortress’s equity securities being sold in such Piggyback Registration.

Piggyback Registration. (a) Subject to If the terms and conditions hereof, whenever the Corporation Company at any time proposes to register any of its equity securities (other than preferred securities) under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) for sale to the public (other than a registration by in connection with the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of equity securities issued or issuable pursuant to an employee stock option, stock purchase, stock bonus or similar plan or pursuant to a merger, exchange offer or transaction of the type specified in Rule 145(a) under the Securities Act), each such time it will give written notice to all holders of the outstanding Registrable Securities ) (a “Piggyback Registration”), whether for of its own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice thereof (but intention to do so not less than ten twenty (1020) business days prior to the filing by the Corporation with the SEC of any a registration statement with in respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of such holders of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten twenty (1020) days after such Piggyback Notice is received receipt by such Piggyback Sellerholder of such notice, the CorporationCompany will, subject to the terms and conditions of limits contained in this AgreementSection 2.2, shall use its commercially reasonable efforts to cause all such Registrable Securities held of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite to permit such sale or other disposition by Piggyback Sellers such holder of the Registrable Securities so registered; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter provided that no reduction shall be made in the amount of Registrable Securities offered for the accounts of the holders of Registrable Securities unless such reduction is imposed pro rata with respect to all securities whose holders have a contractual right to include such securities in the registration statement as to which the Corporation inclusion has received been requested pursuant to such written requests for inclusion right; and provided, further, that there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any officer or employee of the Company or any subsidiary of the Company, (ii) any holder thereof not having any such contractual, incidental registration rights, and (iii) any holder thereof having contractual, incidental registration rights subordinated and junior to the rights of the holders of Registrable Securities. For purposes of this Section 2.2, holders of Registrable Securities (as defined in such Piggyback Registration the Info-Quest Agreement) shall be deemed to have contractual incidental registration rights or “piggyback” registration rights that rank on a par with holders of Registrable Securities and the same terms holders of any securities issued in connection with those certain warrants to purchase shares of Common Stock of the Company issued to MHT Securities, L.P., Founders Equity Securities, Inc. and conditions as Silicon Valley Bank shall be deemed to have contractual, incidental registration rights subordinated and junior to the Corporation’s equity securities being sold in such Piggyback Registrationrights of the holders of Registrable Securities.

Piggyback Registration. (a) Subject to If the terms and conditions hereof, whenever the Corporation Company or any Holder proposes to register any conduct a registered offering of its equity securities (whether for its account or for the account of one more of its stockholders) other than preferred securitiesan Excluded Registration, then the Company shall give written notice of such proposed filing to all of the Piggyback-Eligible Holders at such time as soon as reasonably practicable but not less than ten business days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) under describe the Securities Act amount and type of securities to be included in such offering, the intended methods of distribution and the name of the proposed managing Underwriters, if any, in such offering, and (other than a registration by B) offer to all of the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration Piggyback-Eligible Holders of Registrable Securities ) the opportunity to include in such registered offering such number of Registrable Securities as such Piggyback-Eligible Holders may request in writing within five business days after receipt of such written notice (such Registration, a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.7, the Corporation shall give each StockholderCompany shall, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyin good faith, at a minimum, the number of equity securities proposed cause such Registrable Securities to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by included in such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback SellerRegistration and, the Corporation, subject to the terms and conditions of this Agreementif applicable, shall use its commercially reasonable efforts to cause all the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities held requested by Piggyback Sellers with respect the Piggyback-Eligible Holders pursuant to which the Corporation has received such written requests for inclusion this Section 2.2 to be included in such Piggyback Registration therein on the same terms and conditions as any similar securities of the Corporation’s equity securities being sold Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback RegistrationRegistration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering. For purposes of clarity, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown.

Piggyback Registration. (a) Subject If at any time, and from time to time, the terms and conditions hereof, whenever the Corporation Parent proposes to register any conduct an underwritten offering of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”), whether Common Shares for its own account or for the account of othersother holders of Common Shares entitled to participate in such offering (“Other Holders”), then the Corporation Parent shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) of such underwritten offering to the Holders at least ten Business Days prior to the earlier of the date of filing of the registration statement or the date of filing of the preliminary prospectus supplement for such underwritten offering. Such Piggyback Notice shall specify, at a minimum, include the number of equity securities proposed Common Shares to be registeredoffered, the proposed date of filing of such registration statement with the SECunderwritten offering, the any proposed means of distributiondistribution of such Common Shares, the any proposed managing underwriter or underwriters (if any and if known) of such Common Shares and a reasonable good faith estimate by the Corporation Parent of the proposed minimum maximum offering price of such equity securities. Upon the written request of any Person that Common Shares (as such price would appear on the date front cover page of a registration statement), and shall offer the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify Holders the number opportunity to sell such amount of Registrable Securities then presently intended to be disposed of by as such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration Holders may request on the same terms and conditions as the Corporation’s equity securities being sold Parent or such Other Holders (a “Piggyback Offering”). Subject to Section 2.04(b), the Parent will include in each Piggyback Offering all Registrable Securities for which the Parent has received written requests for inclusion within ten (10) Business Days after the date the Piggyback Notice is given; provided, however, that in the case of a “takedown” of Common Shares registered under a shelf registration statement previously filed by the Parent, such Piggyback RegistrationRegistrable Securities are covered by an existing and effective Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered.

Piggyback Registration. (ai) Subject to In the terms and conditions hereof, whenever event the Corporation Company proposes to register any of file a Registration Statement with respect to its equity securities Common Stock (other than preferred securities) under the Securities Act (other than a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”an Initial Public Offering), whether for of its own account accord or for at the account request of othersany holder or holders of such securities, the Corporation shall it will give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by Evercore Entities, EIF and the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation Individual Shareholders of the proposed minimum offering price of such equity securities. Upon Company's intention to do so and, upon the written request of any Person that on the date of Evercore Entities, EIF or the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) Individual Shareholders given within ten (10) 20 days after receipt of such Piggyback Notice is received by such Piggyback Sellernotice, the Corporation, subject to the terms and conditions of this Agreement, shall Company will use its commercially reasonable efforts to cause all effect the registration of the Eligible Common Stock of each Selling Shareholder (the "PIGGYBACK SECURITIES") which it shall have been so requested to register by including such Registrable Piggyback Securities held by in the Registration Statement ("PIGGYBACK REGISTRATION RIGHTS"). Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion Securities are to be included in such Piggyback the Registration Statement on the same terms and conditions as the Corporation’s equity securities shares of Common Stock otherwise being sold through underwriters under such Registration Statement. If the managing underwriter of any proposed underwritten offering determines and advises the Company that the inclusion in the Registration Statement of all Piggyback Securities proposed to be included exceeds the number which can be sold in such Piggyback Registration.offering without a Significant Adverse Effect, then the number of shares of Common Stock to be included in such registration will be reduced as set forth below:

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register the offer and sale of any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities thereto) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, Stockholder prompt written notice thereof (but not less than ten (10) business days prior to the public filing by the Corporation Company with the SEC of any registration statement with respect thereto, provided that the Company shall not be required to deliver such notice prior to the a confidential submission or non-public filing of any registration statement with the SEC). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback RegistrationRegistration (whether for the account of the Company or for the account of others).

Piggyback Registration. (a) Subject to the terms and conditions hereofof this Agreement, whenever if at any time the Corporation proposes to register any of its equity securities (other than preferred securities) Company files a registration statement under the Securities Act or files a prospectus supplement or post effective amendment to a previously filed registration statement under the Securities Act in order to effect a “take down” with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), including, for the avoidance of doubt, pursuant to Section 2 hereof, whether or not for sale for its own account (other than a registration by the Corporation on a registration statement (x) on Form S-4 or a registration statement on Form S-8 X-0, Xxxx X-0 or any successor forms thereto or (y) filed solely in connection with any other form that would not be available for registration employee benefit or dividend reinvestment plan), then the Company shall use commercially reasonable efforts to give written notice of Registrable Securities such filing to each Investor at least five (5) Business Days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) ). The Piggyback Notice and the contents thereof shall specifybe kept confidential by the Investors and their respective Affiliates and representatives, at a minimum, and the number Investors shall be responsible for breaches of equity securities proposed confidentiality by their respective Affiliates and representatives. The Piggyback Notice shall offer each Investor the opportunity to be registered, the proposed date of filing of include in such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporationstatement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to cause include in each such Piggyback Registration all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such from any Investor written requests for inclusion therein within ten (10) Business Days following receipt of any Piggyback Notice by such Investor, which request shall specify the maximum number of Registrable Securities intended to be included disposed of by such Investor and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless each Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. Each Investor shall be permitted to withdraw all or part of such Investor’s Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration on covering such Investor’s Registrable Securities. No Piggyback Registration shall count towards the same terms and conditions as the Corporation’s equity securities being sold number of demand registrations each Investor is entitled to make in such Piggyback Registrationany period or in total pursuant to Section 2.

Piggyback Registration. (ai) Subject to If, at any time after the terms and conditions hereofdate of this Agreement, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) file a Registration Statement under the Securities Act (with respect to an offering of equity securities, or securities or other than a registration by the Corporation on a registration statement on Form S-4 obligations exercisable or a registration statement on Form S-8 exchangeable for, or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”)convertible into equity securities, whether for its own account or for the account of othersstockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Corporation Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give each Stockholder, prompt written notice thereof (of such proposed filing to the Holder as soon as practicable but not less than ten fourteen (1014) business days prior before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimumbe included in such offering, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters underwriters, if any, in such offering, and (if any and if knownB) and a reasonable estimate by offer to the Corporation of Holders the proposed minimum offering price opportunity to register the sale of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by as such Piggyback Seller) given Holders may request in writing within ten five (105) days after receipt of such written notice (such registration, a “Piggyback Notice is received by such Piggyback SellerRegistration”). The Company shall, the Corporationin good faith, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holder pursuant to this Section 2(h) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Corporation’s equity securities being sold Company included in such Piggyback RegistrationRegistration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(h) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever If the Corporation proposes to register any of its equity securities (other than preferred securities) file a registration statement under the Securities Act (other than a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration with respect to an offering of Registrable Securities ) (a “Piggyback Registration”), whether Common Stock for its own account or for the account of othersanother Person (other than a registration statement on Form S-4 or S-8 or pursuant to Rule 415 (or any substitute form or rule, respectively, that may be adopted by the Commission)), the Corporation shall give each Stockholder, prompt written notice thereof of such proposed filing to the Holders at the address set forth in the share register of the Corporation as soon as reasonably practicable (but not in no event less than ten (10) business 10 days prior before the anticipated filing date), undertaking to provide each Holder the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed opportunity to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration register on the same terms and conditions such number of shares of Registrable Common Stock as such Holder may request (a "Piggyback Registration"). Each Holder will have five business days after receipt of any such notice to notify the Corporation as to whether any it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the Corporation, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. In the event that the registration statement is filed on behalf of a Person other than the Corporation, the Corporation will use commercially reasonable efforts to have the shares of Registrable Common Stock that the Holders wish to sell included in the registration statement. If the Corporation shall determine in its sole discretion not to register or to delay the proposed offering, the Corporation may, at its election, provide written notice of such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Common Stock in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Common Stock for the same period as the Corporation’s equity securities being sold delay in such respect of the proposed offering. As between the Corporation and the Selling Holders, the Corporation shall be entitled to select the Underwriters in connection with any Piggyback Registration.

Piggyback Registration. (a) Subject to If the terms and conditions hereof, whenever the Corporation Surviving Company proposes to register in an underwritten offering any of its equity securities (other than preferred securities) Surviving Company Voting Common Stock under the Securities Act for sale to the public (other than a registration by effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Corporation on a registration statement on Form S-4 Securities Act is applicable, or a registration statement on Form S-8 X-0, X-0 or any successor forms thereto or any other another form that would not be available for registration registering the Registrable Shares for sale to the public, or in connection with an Underwritten Demand Statement), each such time it will give written notice at the applicable address of record to each Holder of Registrable Securities ) (a “Piggyback Registration”), whether for Shares of its own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior intention to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securitiesdo so. Upon the written request of any Person that on the date of such Holders of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) Shares, given within ten (10) days Business Days after such Piggyback Notice is received receipt by such Piggyback SellerPerson of such notice, the CorporationSurviving Company shall, subject to the terms and conditions of limits contained in this AgreementSection 6, shall use its commercially reasonable efforts to cause all such Registrable Shares of the requesting Holders to be registered under the Securities held by Piggyback Sellers with respect Act and qualified for sale under any state securities or “blue sky” law, to which the Corporation has received extent required to permit such written requests for inclusion sale or other disposition of their Registrable Shares; provided, however, that if the managing underwriter of such offering determines that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such Piggyback Registration on underwritten public offering shall be reduced to a number deemed necessary by such managing underwriter. Any shares eligible to be included pursuant to this Section 6 will be excluded in the same terms following order of priority: (a) Surviving Company Voting Common Stock held by any shareholders not having any such contractual, incidental “piggyback” registration rights, (b) Surviving Company Voting Common Stock held by any shareholders having contractual, incidental “piggyback” registration rights pursuant to an agreement other than this Agreement, and conditions (c) a portion of the Registrable Shares sought to be included by the Holders thereof as determined pro rata based upon the Corporation’s equity securities being sold in aggregate number of Registrable Shares held by such Piggyback RegistrationHolders.

Piggyback Registration. (ai) Subject If the Company shall at any time propose to the terms and conditions hereof, whenever the Corporation proposes to register any conduct an underwritten offering of its equity securities Common [•] for cash (other than preferred securities) under the Securities Act (other than whether a registration Requested Underwritten Offering or in connection with a public offering of Common [•] by the Corporation on Company, a registration statement public offering of Common [•] by equityholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or a S-8 or an offering on any registration statement on Form S-8 or any successor forms thereto or any other form that would does not permit secondary sales) (an “Underwritten Offering”), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days 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 date of the Registration Statement and the number of shares of Common [•] that are proposed to be available registered (the “Piggyback Notice”). The 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, whether for its own account or for however, that in the account of others, event that the Corporation shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior Company proposes to effectuate the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed subject Underwritten Offering pursuant to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation an effective Shelf Registration Statement of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Company, only Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, Holders which are subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion 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 Piggyback Registration on such Registrable Securities for which the same Company has received written requests for inclusion therein within three Business Days after sending the Piggyback Notice. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of Common [•], all upon the terms and conditions as set forth herein. Any Piggyback Notice provided shall be kept confidential by the Corporation’s equity securities being sold in Holder until (i) such Piggyback Registrationproposed Underwritten Offering is publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Company to each Holder.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or and excluding any other form resale shelf registration statement that would not be available for registration of Registrable Securities the Company agrees to file in connection with the Private Placement) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each StockholderShareholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation Company with the SEC of any registration statement with respect thereto, and, to the extent practicable, with sufficient time in order to comply with the notice requirements under the Exchange Agreement if such Shareholder must effect an Exchange prior to such registration). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder Shareholder or such other Person who has given notice of their intent to effect an Exchange pursuant to the notice requirements under the Exchange Agreement (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback Registration.

Piggyback Registration. (a) Subject to If the terms and conditions hereof, whenever the Corporation Company at any time proposes to register any of its Common Stock or any equity securities (other than preferred securities) exercisable for, convertible into or exchangeable for Common Stock under the Securities Act Act, whether or not for sale for its own account (such Common Stock or other than equity securities being referred to herein as the "Other Securities"), in a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that manner which would not be available for permit registration of Registrable Securities ) (a “Piggyback Registration”)for sale to the public under the Securities Act, whether for its own account or for the account of others, the Corporation shall it will each such time give each Stockholder, prompt written notice thereof to each of the Morgan Holders and SIBV (but not less than ten (10) business days prior which notice shall, for purposes of this Xxxxxxent, be deemed to be a Registration Notice with respect to the filing registration contemplated thereby, unless a Registration Notice with respect to such registration shall have been previously delivered by the Corporation with Company to each of the SEC Morgan Holders and SIBV under this Section 4, at least 30 days prixx xx the anticipated filing date of any the registration statement with respect theretorelating to such registration). Such notice (a “Piggyback Notice”) shall specifyoffer each Morgan Holder and, at a minimumafter the MSLEF II Exclusive Period, the number of equity securities proposed each SIBV Xxxxxx xxx xxportunity to be registered, the proposed date of filing of include in such registration statement with the SEC, the proposed means such number of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate Registrable Securities held by the Corporation of the proposed minimum offering price of such equity securitiesholders as such holders may request. Upon the written request of any Person that on Morgan Holders (which shall be delivered to both the date Company and SXXX) xnd/or SIBV Holders (which shall be delivered to both the Company and MSLEF II) made within 10 days after the receipt of the Piggyback Notice is Company's notice requesting that a Stockholder (a “Piggyback Seller”) number of their shares be disposed of (which written request shall specify the number of Registrable Piggyback Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerand the intended method of disposition thereof), the CorporationCompany will use its best efforts to effect, subject in connection with the registration of the Other Securities, the registration under the Securities Act of all Piggyback Securities, to the terms and conditions extent required to permit the disposition (in accordance with such intended methods thereof) of this Agreementthe Piggyback Securities, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback Registration.provided that:

Piggyback Registration. (a) Subject to Whenever the terms and conditions hereof, whenever the Corporation Company proposes to register conduct a Public Offering of any class of its equity securities the Company’s Capital Stock solely for cash (other than preferred securities) under the Securities Act (other than whether or not wholly a registration by the Corporation on primary or secondary offering but except for a registration statement on Form S-4 Demand Registration or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (Excluded Registration, a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) of such proposed filing or underwritten offering to each Holder at least five (5) Business Days before the (i) filing of the Registration Statement associated with such Public Offering (if no such Registration Statement is then effective) and (ii) expected date of commencement of marketing efforts for such Public Offering (if a Shelf Registration Statement associated with such Public Offering is then effective) (provided that in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), such Piggyback Notice shall specify, at a minimum, be given not less than two (2) Business Days prior to the expected date of commencement of marketing efforts. Such notice shall include the number and class of equity securities proposed to be registeredregistered or offered, the proposed date of filing of such registration statement with the SECRegistration Statement or commencement of marketing efforts, the as applicable, any proposed means of distribution, the distribution of such securities and any proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon securities and shall offer the written request of any Person that on Holders the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number opportunity to register or offer such amount of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration as each Holder may reasonably request on the same terms and conditions as the Corporation’s equity registration or offering of the other securities being sold registered or offered thereunder (a “Piggyback Offering”). Subject to Section 7(b), the Company shall include in each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days after the date the Piggyback Notice is given (provided that in the case of a Bought Deal, such written requests for inclusion must be received within one (1) Business Day after the date the Piggyback Notice is given); provided, however, that in the case of the filing of a Registration Statement, such Registrable Securities are not otherwise registered pursuant to an existing and effective Shelf Registration Statement under this Agreement, but in such case, the Company shall include such Registrable Securities in such underwritten Piggyback RegistrationOffering if the Shelf Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be offered (without regard to the limitations on participation in Underwritten Offerings set forth in Section 2(g)).

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever If the Corporation proposes to register any of its equity securities (other than preferred securities) file a registration statement under the Securities Act (other than a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration with respect to an offering of Registrable Securities ) (a “Piggyback Registration”), whether Common Stock for its own account or for the account of othersanother Person (other than a registration statement on Form S_4 or S_8 or pursuant to Rule 415 (or any substitute form or rule, respectively, that may be adopted by the Commission)), the Corporation shall give each Stockholder, prompt written notice thereof of such proposed filing to the Holders at the address set forth in the share register of the Corporation as soon as reasonably practicable (but not in no event less than ten (10) business 10 days prior before the anticipated filing date), undertaking to provide each Holder the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed opportunity to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration register on the same terms and conditions such number of shares of Registrable Common Stock as such Holder may request (a "Piggyback Registration"). Each Holder will have five business days after receipt of any such notice to notify the Corporation as to whether any it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the Corporation, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. In the event that the registration statement is filed on behalf of a Person other than the Corporation, the Corporation will use commercially reasonable efforts to have the shares of Registrable Common Stock that the Holders wish to sell included in the registration statement. If the Corporation shall determine in its sole discretion not to register or to delay the proposed offering, the Corporation may, at its election, provide written notice of such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Common Stock in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Common Stock for the same period as the Corporation’s equity securities being sold delay in such respect of the proposed offering. As between the Corporation and the Selling Holders, the Corporation shall be entitled to select the Underwriters in connection with any Piggyback Registration.

Piggyback Registration. (a) Subject to If the terms and conditions hereof, whenever the Corporation Company at any time proposes to register for any of its equity securities (reason other than preferred securitiesa filing made pursuant to Section 5(a) or a request made pursuant to Section 5(b) to (i) register Common Stock under the Securities Act (other than a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 promulgated under the Securities Act or any successor forms thereto thereto) or any other form that would not be available for registration of Registrable Securities (ii) (a “Piggyback Registration”)consummate an Underwritten Offering, whether in either case, for its own account or for the account of othersother stockholders of the Company, it shall promptly give notice of such proposed action to Xxxxxxxx HoldCo on behalf of the Holders as soon as reasonably practicable (but in the case of filing a Registration Statement, no later than twenty (20) days before the anticipated filing date), which notice shall (A) describe the amount and type of securities to be included, the Corporation shall give each Stockholder, prompt written notice thereof (but not less than ten (10intended method(s) business days prior to of distribution and the filing by the Corporation with the SEC name of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters underwriters, if any, and (if any and if knownB) and a reasonable estimate by the Corporation offer to all of the proposed minimum offering price of Holders the opportunity to register or offer for sale such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities as such Holders may request in writing within (a) five (5) Business Days in the case of filing a Registration Statement and (b) two (2) Business Days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then presently intended to be disposed one (1) Business Day), in each case after receipt of by such written notice (such Registration, a “Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, Registration”). The Company shall use its commercially reasonable efforts to cause all such Registrable Securities held for which such a request(s) is timely received by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion Company to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities Common Stock otherwise being sold in such Piggyback Registration, and in any event, the Company shall include the Registrable Securities on the same terms and conditions as the Common Stock otherwise being sold in such Piggyback Registration. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or the pricing of the Underwritten Offering with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to this Section 5(f) shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section 5(b).

Piggyback Registration. (a) Subject to the terms and conditions hereofof this Agreement, whenever if at any time the Corporation proposes to register any of its equity securities (other than preferred securities) Company files a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, "Other Securities"), whether or not for sale for its own account (other than a registration by the Corporation on a registration statement (x) on Form S-4 or a registration statement on Form S-8 X-0, Xxxx X-0 or any successor forms thereto forms, (y) filed solely in connection with any employee benefit or any other form that would not be available for dividend reinvestment plan or (z) pursuant to a demand registration in accordance with Section 2), then the Company shall use commercially reasonable efforts to give written notice of Registrable Securities such filing to each Investor at least five (5) Business Days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (a “the "Piggyback Registration”Notice"), whether for its own account or for . The Piggyback Notice and the account of others, the Corporation contents thereof shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing be kept confidential by the Corporation with Investors and their respective Affiliates and representatives, and the SEC Investors shall be responsible for breaches of any registration statement with respect thereto)confidentiality by their respective Affiliates and representatives. Such notice (a “The Piggyback Notice”) Notice shall specify, at a minimum, offer each Investor the number of equity securities proposed opportunity to be registered, the proposed date of filing of include in such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporationstatement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a "Piggyback Registration"). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to cause include in each such Piggyback Registration all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such from any Investor written requests for inclusion therein within ten (10) Business Days following receipt of any Piggyback Notice by such Investor, which request shall specify the maximum number of Registrable Securities intended to be included disposed of by such Investor and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless each Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. Each Investor shall be permitted to withdraw all or part of such Investor's Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration on covering such Investor's Registrable Securities. No Piggyback Registration shall count towards the same terms number of demand registrations each Investor is entitled to make in any period or in total pursuant to Section 2. Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not be required to provide notice of, or include any Registrable Securities in, any proposed or filed registration statement with respect to an offering of Other Securities for sale exclusively for the Company's own account at any time following February 12, 2020; (ii) the provisions of this Section 3 shall not apply to Registrable Securities owned by IHC until January 23, 2019; and conditions as (iii) prior to January 23, 2021, IHC will only be permitted to include in any Piggyback Registration the Corporation’s equity securities being sold in such Piggyback Registrationnumber of Registrable Securities with respect to which IHC is granted an early release from its obligations under Section 6.6(a) of the IHC Purchase Agreement.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever Each time that the Corporation proposes for any reason to register any of its equity securities (other than preferred securities) under the Securities Act (Act, other than a registration by the Corporation on pursuant to (i) a registration statement on Form S-4 or a registration statement on Form S-8 or any similar or successor forms thereto (collectively, "Excluded Forms") or any other form that would not be available for registration of Registrable Securities (ii) (a “Piggyback Registration”), whether for its own account or for in connection with the account of othersCorporation's initial public offering, the Corporation shall promptly give each Stockholder, prompt written notice thereof of such proposed registration to all holders of Restricted Securities, which shall offer such holders the right to request inclusion of any Restricted Securities in the proposed registration. (but not less than ten (10b) business Each holder of Restricted Securities shall have 30 days prior from the receipt of such notice to deliver to the filing Corporation a written request specifying the number of Restricted Securities such holder intends to sell and the holder's intended method of disposition. (c) In the event that the proposed registration by the Corporation with the SEC is, in whole or in part, an underwritten public offering of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number securities of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to any request under Section 3.5(b) may specify that the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Restricted Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration the underwriting (i) on the same terms and conditions as the Corporation’s equity securities shares of Class A Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Class A Common Stock are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Restricted Securities to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Restricted Securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of Class A Common Stock proposed to be included therein by holders other than the holders of Restricted Securities (such other holders hereinafter collectively referred to as the "Other Holders"), would interfere with the successful marketing of the Corporation's securities, then the total number of such securities proposed to be included in such Piggyback Registration.underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by Other Holders, and (ii) second, if necessary, by the Restricted Securities proposed to be included in such registration by the holders thereof, on a pro rata basis, based upon the --- ---- number of Restricted Securities sought to be registered by each such holder. The shares of Class A Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 180 days from the closing of such underwritten public offering, that the managing underwriter 12

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or in any of the cases of (x) or (y) on any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (thereto))(each a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, SoftBank Group Corp. prompt written notice thereof (but not less than ten (10) business days Business Days prior to the filing by the Corporation Company with the SEC of any registration statement with respect theretothereto or, in the case of an offering of equity securities from an existing registration statement, prior to the anticipated pricing date). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SECSEC (or anticipated date of pricing, as applicable), the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable good faith estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder SBG (who shall now be deemed a “Piggyback Seller”) (which such written request shall specify the number of Registrable Securities then presently intended to be disposed of by such the Piggyback Seller) ), given within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback SellerSoftBank Group Corp., the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by the Piggyback Sellers Seller with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback Registration.

Piggyback Registration. (ai) Subject to If, at any time after the terms and conditions hereofdate of this Agreement, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) file a Registration Statement under the Securities Act (with respect to an offering of equity securities, or securities or other than a registration by the Corporation on a registration statement on Form S-4 obligations exercisable or a registration statement on Form S-8 exchangeable for, or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”)convertible into equity securities, whether for its own account or for the account of othersstockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Corporation Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give each Stockholder, prompt written notice thereof (of such proposed filing to the Holder as soon as practicable but not less than ten fourteen (1014) business days prior before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimumbe included in such offering, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters underwriters, if any, in such offering, and (if any and if knownB) and a reasonable estimate by offer to the Corporation of Holder the proposed minimum offering price opportunity to register the sale of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given as Holder may request in writing within ten five (105) days after receipt of such written notice (such registration, a “Piggyback Notice is received by such Piggyback SellerRegistration”). The Company shall, the Corporationin good faith, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holder pursuant to this Section 2(h) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Corporation’s equity securities being sold Company included in such Piggyback RegistrationRegistration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Holder proposes to distribute their Registrable Securities through an Underwritten Offering under this Section 2(h), Holder shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company.

Piggyback Registration. Whenever Holdco proposes (aother than pursuant to a Demand Notice) Subject to the terms and conditions hereof, whenever the Corporation proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”), whether for its Holdco’s own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice thereof (but not less any other person) other than ten (10) business days prior in connection with a registration relating either to the filing by sale of securities to participants in a Holdco stock option, stock purchase or similar benefit plan or pursuant to a Rule 145 transaction, including, without limitation, on Form S-4 or Form S-8, and the Corporation with registration form to be used may be used for the SEC registration of any registration statement with respect thereto). Such notice Registrable Securities (a “Piggyback Registration” and the Registration Statement to be filed pursuant to such Piggyback Registration, the “Piggyback Registration Statement”), Holdco shall give prompt, written notice to each of the Shareholders of its intention to effect such a registration (the “Piggyback Notice”) shall specify), at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the which Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify offer each such Shareholder the number of Registrable Securities then presently intended opportunity to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration register on the same terms and conditions as all or part of such Shareholder’s Registrable Securities. Any request from a Shareholder for a Piggyback Registration shall specify the Corporation’s equity securities being number of shares (or other amount) of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof (such request, a “Piggyback Request”). Holdco shall use its reasonable best efforts to include in such registration all Registrable Securities with respect to which Holdco has received Piggyback RegistrationRequests within five (5) business days after the actual date of receipt of the Piggyback Notice by the last Shareholders to have received the subject Piggyback Notice (the “Piggyback Holders”).

Piggyback Registration. (a) Subject Whenever during the ---------------------- period from the Closing Date to the terms and conditions hereof, whenever third anniversary of the Corporation Closing Date Buyer proposes to register any of its equity securities (other than preferred securities) under the Common Equity Securities Act (other than in a registration by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Qualified Registration”), whether or not for sale for its own account or for the account of othersaccount, the Corporation Buyer shall give each Stockholder, prompt written notice thereof (but not less than ten (10the "Piggyback Notice") business days prior to the filing by the Corporation with the SEC Qualified Holders of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed its intention to be registered, the proposed date of filing of effect such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securitiesQualified Registration. Upon the written request of any Person that on the date Qualified Holder made within 20 days after delivery of the any Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion Hologic Shares requested to be included in such Piggyback Qualified Registration on the same terms by such Qualified Holder), Buyer shall, subject to Sections 9.5.2.1 and conditions as the Corporation’s equity securities being sold 9.5.2.2, use its reasonable efforts to include in such Qualified Registration all Hologic Shares that the Qualified Holders have so requested be included in such Qualified Registration, to permit the disposition by such Qualified Holders of such Hologic Shares; provided, however, that (i) if, at any time after giving the Piggyback Notice and before the effective date of the registration statement filed in connection with such Qualified Registration., Buyer determines for any reason not to register such Common Equity Securities (other than the Hologic Shares requested to be included therein pursuant to this Section 9.5.2), Buyer, at its election, may give written notice of such determination to all Qualified Holders requesting the inclusion of their Hologic Shares therein and, thereupon, shall be relieved of its obligation to register any Hologic Shares in connection with such registration (without prejudice, however, to the rights of the Qualified Holders under Section 9.5.1 or the future rights of the Qualified Holders under this Section 9.5.2); (ii) if, at any time after giving the Piggyback Notice and before the effective

Piggyback Registration. (ab) Subject to the terms and conditions hereofhereof (including Section 3.1(a)), whenever (i) the Corporation Company proposes to register any of its equity securities (other than preferred securities) under the Securities Act (including in an IPO but other than a registration by the Corporation Company on a registration statement on Form S-4 S‑4 or a registration statement on Form S-8 or S‑8, any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”thereto), whether for its own account or for the account of others, (ii) ARC or AMH makes a Demand or (iii) ARC or AMH causes a Qualified IPO pursuant to Section 8.04 of the Corporation LLC Agreement (each of the foregoing, a “Piggyback Registration”), in each case the Company shall give each Stockholder, Investor prompt written notice thereof (but not less than ten (10) business days Business Days prior to the filing by the Corporation Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of the Piggyback Notice is a Stockholder constitute an Investor (together with the ARC Investors or AMH Investors who made the Demand or caused the Qualifying IPO pursuant to Section 8.04 of the LLC Agreement, each a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities other Equity Securities being sold in such Piggyback Registration.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register the offer and sale of any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities thereto) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, Stockholder prompt written notice thereof (but not less than ten five (105) business days prior to the public filing by the Corporation Company with the SEC of any registration statement with respect thereto, provided that the Company shall not be required to deliver such notice prior to the a confidential submission or non-public filing of any registration statement with the SEC). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten five (105) business days after such Piggyback Notice is received by such Piggyback Seller, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback RegistrationRegistration (whether for the account of the Company or for the account of others).

Piggyback Registration. (a) Subject to Section 4.8, if the terms Company intends to prepare and conditions hereof, whenever file a Prospectus in Canada (or in any other jurisdiction in which the Corporation proposes to register any of its equity securities (other than preferred securitiesCommon Shares are listed at the time a Piggyback Notice is provided) under the Securities Act (other than in connection with a registration proposed distribution by the Corporation on a registration statement on Form S-4 Company of Common Shares for its own account, or a registration statement on Form S-8 or any successor forms thereto or for the account of any other form securityholder whether pursuant to the exercise of registration rights by such other securityholder or otherwise, the Company shall give written notice thereof (including details of the number of Common Shares to be distributed, the minimum offering price per Common Share that the Company, acting reasonably, would be willing to accept in such distribution and the proposed timing and means of distribution) to the Investor as soon as practicable (and in any event no less than 15 Business Days if such distribution is not to be available for registration effected as a “bought deal” or two Business Days if such distribution is to be effected as a “bought deal”) before the anticipated filing date of Registrable Securities such Prospectus (or in the case of a “bought deal”, the launch thereof) (the “Piggyback Notice”). In such event, the Investor shall be entitled, by notice (the “Piggyback Request”) in writing given to the Company within five Business Days after the receipt of the Piggyback Notice (provided that, if such distribution is to be effected as a “bought deal”, the Investor shall respond consistent with the time periods typical for transactions of that nature), to request that the Company cause any or all of the Registrable Shares held by the Investor to be included in such Prospectus (such Registration being hereinafter referred to as a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation . The Investor shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of specify in the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify Request the number of Registrable Securities then presently intended Shares which the Investor intends to be disposed offer and sell and include the undertaking of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject Investor and any applicable Affiliate thereof to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause provide all such information regarding their Common Share holdings and the proposed manner of distribution of the Registrable Shares, as may be reasonably required in order to permit the Company to comply with all applicable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback RegistrationLaws.

Piggyback Registration. (ai) Subject If the Company shall at any time propose to the terms and conditions hereoffile a Registration Statement, whenever the Corporation proposes to register any of its equity securities (other than preferred securities) under the Securities Act pursuant to any Demand Registration, for an offering of Ordinary Shares for cash (other than whether in connection with a registration public offering of Ordinary Shares by the Corporation Company, a public offering of Ordinary Shares by shareholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on a Form F-4 or an offering on any registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would does not be available permit secondary sales), the Company shall promptly notify XT Investments of such proposal reasonably in advance of (and in any event at least five (5) Trading Days before) the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer XT Investments the opportunity to include for registration in such Registration Statement the number of Registrable Securities ) as it may request (a “Piggyback Registration”), whether . The Company shall include in each such Piggyback Registration such Registrable Securities for its own account or for which the account of others, the Corporation shall give each Stockholder, prompt Company has received written notice thereof requests within five (but not less than ten (105) business days prior after delivery to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date XT Investments of the Piggyback Notice is a Stockholder (a “Piggyback SellerRequest”) (which written request shall specify the number for inclusion therein. If XT Investments decides not to include all of its Registrable Securities then presently intended in any Registration Statement thereafter filed by the Company, XT Investments shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be disposed filed by the Company with respect to offerings of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback SellerOrdinary Shares, the Corporation, subject to all upon the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback Registrationset forth herein.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Fortress proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Fortress on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities thereto) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Fortress shall give each StockholderShareholder that on such date, together with its Permitted Transferees, holds at least a Piggyback Registrable Amount (each a “Piggyback Shareholder”), prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation Fortress with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable good faith estimate by the Corporation Fortress of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of the Piggyback Notice is constitute a Stockholder Piggyback Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the CorporationFortress, subject to the terms and conditions of this Agreement, shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Fortress has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s Fortress’ equity securities being sold in such Piggyback Registration.

Piggyback Registration. (a) Subject to Section 3.7, if the terms Company intends to prepare and conditions hereoffile a Prospectus in Canada (or in any other jurisdiction in which the Common Shares are listed at the time a Piggyback Notice is provided) in connection with a proposed distribution by the Company of Common Shares for its own account, whenever or for the Corporation proposes to register account of any of its equity securities (other securityholder, other than preferred securitiesXxxxxxxxx, whether pursuant to the exercise of registration rights by such other securityholder or otherwise, the Company shall give written notice thereof (including details of the number of Common Shares to be distributed, the minimum offering price per Common Share that the Company, acting reasonably, would be willing to accept in such distribution and the proposed timing and means of distribution) under to the Securities Act Group Representative as soon as practicable (other and in any event no less than 15 Business Days if such distribution is not to be effected as a registration “bought deal” or two Business Days if such distribution is to be effected as a “bought deal”) before the anticipated filing date of such Prospectus (or in the case of a “bought deal”, the launch thereof) (the “Piggyback Notice”). In such event, the Investors shall be entitled, by notice (the “Piggyback Request”) in writing given to the Company within five Business Days after the receipt of the Piggyback Notice (provided that, if such distribution is to be effected as a “bought deal”, the Group Representative, on behalf of the Investors, shall respond consistent with the time periods typical for transactions of that nature), to request that the Company cause any or all of the Registrable Shares held by the Corporation on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto or any other form that would not Investors to be available for registration of Registrable Securities ) included in such Prospectus (such Registration being hereinafter referred to as a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation . The Group Representative shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of specify in the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify Request the number of Registrable Securities then presently intended Shares which each Investor intends to be disposed offer and sell and include the undertaking of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerthe Group Representative, on behalf of the CorporationInvestors, subject and any applicable Affiliate thereof to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause provide all such information regarding their Common Share holdings and the proposed manner of distribution of the Registrable Shares, as may be reasonably required in order to permit the Company to comply with all applicable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s equity securities being sold in such Piggyback RegistrationLaws.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) under the Securities Act (other than a registration by the Corporation Company on a registration statement on Form S-4 or a registration statement on Form S-8 or S-8, any successor forms thereto or thereto, and excluding any other form resale shelf registration statement that would not be available for registration of Registrable Securities the Company agrees to file in connection with the Private Placement) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation Company shall give each Stockholder, Investor prompt written notice thereof (but not less than ten (10) business days Business Days prior to the filing by the Corporation Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person Persons that on the date of the Piggyback Notice is a Stockholder constitute an Investor (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the CorporationCompany, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the CorporationCompany’s equity securities being sold in such Piggyback Registration.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever If the Corporation proposes to register any of its equity securities (other than preferred securities) file a Registration Statement under the Securities Act (Act, with respect to an offering of equity securities, or securities or other than a registration by the Corporation on a registration statement on Form S-4 obligations exercisable or a registration statement on Form S-8 exchangeable for, or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”)convertible into equity securities, whether for its own account or for the account of othersshareholders of the Corporation, including with respect to an initial public offering (other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, or (ii) for a dividend reinvestment plan or a Registration Statement for a rights offering or an exchange offer or offering of securities solely to the Corporation’s then existing shareholders), then the Corporation shall give each Stockholder, prompt written notice thereof (of such proposed filing to the Investor as soon as practicable but not less than ten thirty (1030) business days prior before the anticipated filing date of such Registration Statement , which notice shall (A) describe the amount and type of securities to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimumbe included in such offering, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means intended method(s) of distribution, including pricing, and the name of the proposed managing underwriter or underwriters underwriters, if any, in such offering, and (if any and if knownB) and a reasonable estimate by offer to the Corporation of Investor the proposed minimum offering price opportunity, but not the obligation, to register the sale or qualify the distribution, as applicable, of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given as the Investor may request in writing within ten (10) days after receipt of such written notice (such registration a “Piggyback Registration”). The Corporation shall, in good faith, cause such Registrable Securities to be included in such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms Registration at its cost and conditions of this Agreement, expense and shall use its commercially reasonable efforts to cause all such the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities held requested by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion 2.2 to be included in such a Piggyback Registration on the same terms and conditions as any similar securities of the Corporation included in such registration or Prospectus, as applicable, and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding Section 2.2, in connection with a Piggyback Registration, the managing underwriter or underwriters may impose a limitation on the number of Registrable Securities or on the number or kind of other securities which may be included in any such distribution because, in its or their reasonable judgment all of the Registrable Securities that the Corporation proposes to include in such distribution may not be sold in an orderly manner within a price range reasonably acceptable to the Corporation or marketing factors require the limitation of the number of securities which may be included in such distribution. The Corporation shall be required to include in such distribution the part of the Registrable Securities which is determined by such managing underwriters according to the following priority: (a) first, the securities offered by the Corporation on its own behalf; (b) second, if there are additional securities which may be underwritten within a price range reasonably acceptable to the Corporation’s equity , considering marketing factors, without leading to undue repercussions on the distribution of the securities being sold in such Piggyback Registrationoffered after taking into account the inclusion of all the securities required under paragraph (a) above, the Registrable Securities which the Investor has required to be included, based on the number of Registrable Securities which the Investor owns or over which its exercises control.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever Each time that the Corporation proposes for any reason to register any of its equity securities (other than preferred securities) under the Securities Act (Act, other than a registration by the Corporation on pursuant to a registration statement on Form S-4 or a registration statement on Form S-8 or any similar or successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a collectively, “Piggyback RegistrationExcluded Forms”), whether for its own account or for the account of others, the Corporation shall promptly give each Stockholder, prompt written notice thereof of such proposed registration to all holders of Restricted Securities, which shall offer such holders the right to request inclusion of any Restricted Shares in the proposed registration. (but not less than ten (10b) business Each holder of Restricted Securities shall have 30 days prior from the receipt of such notice to deliver to the filing Corporation a written request specifying the number of Restricted Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation with the SEC is, in whole or in part, an underwritten public offering of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number securities of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to any request under Section 3.5(b) may specify that the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to Restricted Shares be included in such Piggyback Registration the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Restricted Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Restricted Shares proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Restricted Securities (such other shares hereinafter collectively referred to as the “Other Shares”), would interfere with the successful marketing of the Corporation’s equity securities, then the total number of such securities being sold proposed to be included in such Piggyback Registrationunderwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, and (ii) second, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the Restricted Securities proposed to be included in such registration by the holders thereof, on a pro rata basis, based 22.

Piggyback Registration. (a) Subject On or prior to the terms Filing Date, the Company shall use its best efforts to prepare and conditions hereoffile with the Commission a Registration Statement (the “Public Offering Registration Statement”) providing for (i) the sale of Ordinary Shares of the Company by means of a firm commitment underwritten offering (the “Underwritten Shares”) and (ii) the resale of all of the Registrable Securities to be made on a continuous basis pursuant to Rule 415. The Public Offering Registration Statement shall be on Form F-1 (except if the Company is not then eligible to use such form, whenever in which case such registration shall be on another appropriate form in accordance herewith and the Corporation proposes to register Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any of its equity securities (other than preferred securitiesthe Underwritten Shares and the Registrable Securities to be included in the Public Offering Registration Statement (ii) use its best efforts to cause the Public Offering Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep the Public Offering Registration Statement continuously effective under the Securities Act until such date as is the earlier of (other than a registration x) the date when all Registrable Securities covered by the Corporation Public Offering Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a registration statement on Form S-4 or a registration statement on Form S-8 or written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any successor forms thereto or time and for any other form that would not reason, an additional Registration Statement is required to be available for registration filed because at such time the actual number of Registrable Securities ) (a “Piggyback Registration”), whether for its own account or for the account of others, the Corporation shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify exceeds the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerremaining under the Public Offering Registration Statement, the Corporation, subject to the terms and conditions of this Agreement, Company shall use its commercially reasonable best efforts to file such additional Registration Statement within twenty (20) Business Days and shall use its best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion additional Registration Statement to be included in such Piggyback Registration on declared effective by the same terms and conditions Commission as the Corporation’s equity securities being sold in such Piggyback Registrationsoon as possible.

Piggyback Registration. (a) Subject to 3.1 If the terms and conditions hereof, whenever the Corporation Company proposes to register any of its equity securities (other than preferred securities) file a Registration Statement under the Securities Act with respect to an offering of Ordinary Shares (or other than a registration by securities into which the Corporation on a registration statement on Form S-4 Notes are converted or a registration statement on Form S-8 or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”exchanged), whether for its own account or for the account of othersother securityholders of the Company (or by the Company and by the securityholders of the Company including, without limitation, pursuant to Section 1.3 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Corporation Company’s existing Shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company (iv) for a dividend reinvestment plan or (v) in connection with business combination with a third party, then the Company shall give each Stockholder, prompt written notice thereof (of such proposed filing to all of the Purchasers as soon as practicable but not less than ten (10) business days prior before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimumbe included in such offering, the number intended method(s) of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of ​ ​ distribution, and the name of the proposed managing underwriter or underwriters underwriters, if any, in such offering, and (if any and if knownB) and a reasonable estimate by the Corporation offer to all of the proposed minimum offering price Purchasers the opportunity to register the sale of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by as such Piggyback Seller) given Holders may request in writing within ten five (105) days after receipt of such written notice (such Registration a “Piggyback Notice is received by such Piggyback SellerRegistration”). The Company shall, the Corporationin good faith, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion to be included in such Piggyback Registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Corporation’s equity Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities being sold through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration. (a) Subject to the terms and conditions hereofof this Agreement, whenever if at any time following February 16, 2016, the Corporation proposes to register any of its equity securities (other than preferred securities) Company files a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, "Other Securities"), whether or not for sale for its own account (other than a registration by the Corporation on a registration statement (i) on Form S-4 or a registration statement on Form S-8 X-0, Xxxx X-0 or any successor forms thereto forms, (ii) filed solely in connection with any employee benefit or any other form that would not be available for dividend reinvestment plan or (iii) pursuant to a demand registration in accordance with Section 2), then the Company shall use commercially reasonable efforts to give written notice of Registrable Securities such filing to the Investor at least five (5) Business Days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (a “the "Piggyback Registration”Notice"), whether for its own account or for . The Piggyback Notice and the account of others, the Corporation contents thereof shall give each Stockholder, prompt written notice thereof (but not less than ten (10) business days prior to the filing be kept confidential by the Corporation with Investor and its Affiliates and representatives, and the SEC Investor shall be responsible for breaches of any registration statement with respect thereto)confidentiality by its Affiliates and representatives. Such notice (a “The Piggyback Notice”) Notice shall specify, at a minimum, offer the number of equity securities proposed Investor the opportunity to be registered, the proposed date of filing of include in such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporationstatement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as it may reasonably request (a "Piggyback Registration"). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to cause include in each such Piggyback Registration all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation Company has received such from the Investor written requests for inclusion therein within ten (10) Business Days following receipt of any Piggyback Notice by the Investor, which request shall specify the maximum number of Registrable Securities intended to be included disposed of by the Investor and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Investor shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration on at any time at least two (2) Business Days prior to the same terms and conditions as effective date of the Corporation’s equity securities being sold in registration statement relating to such Piggyback Registration. No Piggyback Registration shall count towards the number of demand registrations that the Investor is entitled to make in any period or in total pursuant to Section 2. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide notice of, or include any Registrable Securities in, any proposed or filed registration statement with respect to an offering of Other Securities for sale exclusively for the Company's own account at any time following February 16, 2021.

Piggyback Registration. (a) Subject to the terms and conditions hereof, whenever If the Corporation proposes to register any of its equity securities (other than preferred securities) file a Registration Statement under the Securities Act (Act, with respect to an offering of equity securities, or securities or other than a registration by the Corporation on a registration statement on Form S-4 obligations exercisable or a registration statement on Form S-8 exchangeable for, or any successor forms thereto or any other form that would not be available for registration of Registrable Securities ) (a “Piggyback Registration”)convertible into equity securities, whether for its own account or for the account of othersshareholders of the Corporation, including with respect to an initial public offering (other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, or (ii) for a dividend reinvestment plan or a Registration Statement for a rights offering or an exchange offer or offering of securities solely to the Corporation’s then existing shareholders), then the Corporation shall give each Stockholder, prompt written notice thereof (of such proposed filing to the Investor as soon as practicable but not less than ten thirty (1030) business days prior before the anticipated filing date of such Registration Statement , which notice shall (A) describe the amount and type of securities to the filing by the Corporation with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimumbe included in such offering, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means intended method(s) of distribution, including pricing, and the name of the proposed managing underwriter or underwriters underwriters, if any, in such offering, and (if any and if knownB) and a reasonable estimate by offer to the Corporation of Investor the proposed minimum offering price opportunity, but not the obligation, to register the sale or qualify the distribution, as applicable, of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given as the Investor may request in writing within ten (10) days after receipt of such written notice (such registration a “Piggyback Registration”). The Corporation shall, in good faith, cause such Registrable Securities to be included in such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms Registration at its cost and conditions of this Agreement, expense and shall use its commercially reasonable efforts to cause all such the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities held requested by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion 2.2 to be included in such a Piggyback Registration on the same terms and conditions as any similar securities of the Corporation included in such registration or Prospectus, as applicable, and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding Section 2.2, in connection with a Piggyback Registration, the managing underwriter or underwriters may impose a limitation on the number of Registrable Securities or on the number or kind of other securities which may be included in any such distribution because, in its or their reasonable judgment all of the Registrable Securities that the Corporation proposes to include in such distribution may not be sold in an orderly manner within a price range reasonably acceptable to the Corporation or marketing factors require the limitation of the number of securities which may be included in such distribution. The Corporation shall be required to include in such distribution the part of the Registrable Securities which is determined by such managing underwriters according to the following priority: (a) first, the securities offered by the Corporation on its own behalf; (b) second, if there are additional securities which may be underwritten within a price range reasonably acceptable to the Corporation’s equity , considering marketing factors, without leading to undue repercussions on the distribution of the securities being sold in such Piggyback Registrationoffered after taking into account the inclusion of all the securities required under paragraph (a) above, the Registrable Securities which the Investor has required to be included, based on the number of Registrable Securities which the Investor owns or over which its exercises control.

Piggyback Registration. (a) Subject If, at any time prior to the terms and conditions hereofthird anniversary of this Agreement, whenever the Corporation WPC proposes to register any of its equity securities (other than preferred securities) file a registration statement under the Securities Act with respect to an offering by WPC for its own account and/or for the account of its securityholders of any shares of Common Stock (other than (i) a registration by the Corporation on Demand Registration, (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (iii) a registration statement on Form S-8 filed in connection with an exchange offer or any successor forms thereto or any other form that would not be available for registration an offering of securities solely to WPC's existing securityholders), then WPC shall give written notice of such proposed filing to Alliant Energy as soon as practicable (but in no event less than 30 days before the anticipated filing date) and shall offer Alliant Energy the opportunity to register such number of shares of Registrable Securities ) as Alliant Energy may request (a “Piggyback Registration”)which request, whether for its own account or for specifying the account of othersRegistrable Securities intended to be registered, the Corporation shall give each Stockholder, prompt written notice thereof (but not less than be delivered in writing to WPC at least ten (10) business days prior to the anticipated filing by the Corporation with the SEC of any registration statement with respect theretodate) (a "Piggyback Registration"). Such notice (a “Piggyback Notice”) There shall specify, at a minimum, be no limit to the number of equity securities proposed times Alliant Energy may request to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of include Registrable Securities then presently intended to be disposed of by such in a Piggyback Seller) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, Registration. WPC shall use its commercially reasonable best efforts to cause all such the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received such written requests for inclusion requested to be included in such a Piggyback Registration to be included on the same terms and conditions and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Alliant Energy shall have the right to withdraw its request for inclusion of Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to WPC of its request to withdraw. WPC may withdraw a Piggyback Registration at any time prior to 48 hours in advance of the time such registration statement becomes effective. The holder(s) (or, in the case of WPC, the issuer) of a majority of the shares of Common Stock included in any underwritten offering made pursuant to this Section 2.2 shall select one or more nationally recognized firms of investment bankers to act as the Corporation’s equity securities being sold book-managing, lead-managing and co-managing Underwriter or Underwriters in connection with such offering and any additional investment bankers and managers to be used in connection with the offering. If the managing Underwriter or Underwriters of an offering described in this Section 2.2 determine that the success of such offering would be materially and adversely affected by inclusion of all of the Registrable Securities requested to be included, then the number of shares to be included in the offering shall be reduced by the amount indicated by the Underwriters, and WPC shall include in such Piggyback Registration.registration the then remaining shares to be included in the offering, allocated as follows: (i) first, the shares, if any, proposed to be registered by WPC for its own account, (ii) second, an amount of Registrable Securities requested to be included in such registration pursuant to this Section 2.2 by Alliant Energy and