Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject At any time prior to the terms earlier to occur of the fifth anniversary of the Distribution Date and conditions hereofthe date on which the Registrable Securities then held by the Holder(s) represent less than 1% of SpinCo’s then-issued and outstanding SpinCo Shares (or, whenever if the Company Registrable Securities include securities other than SpinCo Shares, less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if SpinCo proposes to register any of its equity securities file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (other than (i) a registration by the Company on Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a registration statement on Form S-4 or Registration pursuant to a registration statement Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any successor forms theretodividend reinvestment or similar plan, (iv) for the purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (eacha “SpinCo Public Sale”), then, as soon as practicable, but in any event not less than 15 days prior to the proposed date of filing such Registration Statement, SpinCo shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior . Subject to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (iSection 2.02(b) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerSection 2.02(c), the Company, subject to the terms and conditions of this Agreement, SpinCo shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers include in a Registration Statement with respect to which the Company has received such written requests for inclusion a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five business days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, SpinCo shall determine for any reason not to Register or to delay Registration on of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, thereupon, (x) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same terms and conditions period as the Companydelay in Registering such other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, SpinCo’s equity securities being sold filing of a Shelf Registration Statement shall not be deemed to be a SpinCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of SpinCo Shares for its own account and/or for the account of any other Persons will be a SpinCo Public Sale, unless such offering qualifies for an exemption from the SpinCo Public Sale definition in such Piggyback Registrationthis Section 2.02(a).

Piggyback Registrations. (a) Subject to If at any time or times after the terms and conditions hereof, whenever date hereof the Company proposes shall seek to register any shares of its equity securities Common Stock under the Securities Act (other than a registration by for sale to the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether public for its own account or for on the account of othersothers (except with respect to registration statements on Form X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), the Company shall will promptly give the Stockholders prompt written notice thereof to all Holders. If within twenty (but not less than 5 20) days prior after their receipt of such notice one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its best efforts to effect the filing registration under the Securities Act of such Registrable Securities. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the Commission of any registration statement with respect thereto). Such notice (underwriter(s) determines that marketing factors require 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that limitation on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Companyoffered, subject to the terms and conditions following sentence, the Company shall not be required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall in good faith agree to include in such offering in addition to any amount to be registered for the account of the Company. In the case of the Company’s initial public offering of Common Stock, if any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, the number of shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights, (ii) second, securities held by any Persons (other than the Holders) having contractual, incidental “piggyback” rights pursuant to an agreement which is not this Agreement, shall use its commercially reasonable efforts to cause all such (iii) third, Registrable Securities held by (other than the LRG Piggyback Sellers with respect to which the Company has received such written requests for inclusion Shares) sought to be included in by the Holders (other than the LRG Holders) as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such Holders) and (iv) fourth, the LRG Piggyback Registration on Shares. In the same terms and conditions as case of any registered offering other than the Company’s equity initial public offering of Common Stock, if any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, the number of shares to be excluded shall be determined in the following sequence: (i) first, securities being sold in held by any Persons not having any contractual, incidental “piggyback” registration rights, (ii) second, securities held by any Persons (other than the Holders) having contractual, incidental “piggyback” rights pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities sought to be included by the Holders as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such Piggyback RegistrationHolders).

Piggyback Registrations. (a) Subject If, other than pursuant to the terms and conditions hereofSection 2.1, whenever the Company proposes or is required to register any of its equity securities file a registration statement under the Securities Act (with respect to an offering of Common Shares, whether or not for sale for its own account other than a registration by the Company 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, (ii) on any other registration form which may not be used for the registration or qualification for distribution of Registrable Securities, (eachiii) filed solely in connection with any employee benefit or dividend reinvestment plan, (iv) a registration relating solely to a Rule 145 transaction under the Act, or (v) of any at-the-market offerings in the aggregate not to exceed US$20,000,000, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders of Registrable Securities. The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.2(b) hereof, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of include in each such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of all Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion therein within 10 days after notice has been given to the Holders of Registrable Securities, to permit the distribution of such Registrable Securities in accordance with the methods of distribution set forth in such registration statement. Such Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of such Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationshall count towards registrations required under Section 2.1.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so to each of the Holders of record of Registrable Securities, at a minimumleast five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the number of equity securities proposed to be registeredCompany may delay any Piggyback Notice until after filing a registration statement, the proposed date of filing so long as all recipients of such registration statement with notice have the Commission, the proposed means same amount of distribution and the proposed managing underwriter or underwriters (time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations which the Company’s equity securities being sold in such Piggyback RegistrationCompany is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (each, a “Piggyback Registration”), whether for its own account or for then the account Company shall deliver to each Investor a written notice of otherssuch determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number or offering statement all or any part of equity securities proposed such Registrable Securities such Investor requests to be registered; provided, the proposed date of filing of such registration statement with the Commissionhowever, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, Company may postpone or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of withdraw the filing or the effectiveness of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (registration statement filed pursuant to this Section 2(g) at any such Persons as described time in (i) its sole discretion and (ii) abovethe Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, eachwithout limitation, a “Piggyback Seller”volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which written request can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall specify include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities then presently intended owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be disposed included therein by holders of by Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Seller)Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the Company, 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 managing underwriter advises the Company has received such written requests for inclusion in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such Piggyback Registration on registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the same terms and conditions as the Company’s equity securities being number of shares of Common Stock which can be sold in such Piggyback Registrationoffering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, of its intention to do so to each of the Holders of record of Registrable Securities at a minimum, least five (5) Business Days prior to the number of equity securities proposed to be registered, the proposed date of filing of such any registration statement with under the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)Securities Act. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the terms Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and conditions 2.6, include in such Company Shelf Underwriting the Registrable Securities of this Agreementany Holder that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then, notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to cause all facilitate such Registrable Securities held by Piggyback Sellers with respect Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences) and (y) if a Demand Party wishes to which engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company has received such written or a Demand Party requests for inclusion a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to be included the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Piggyback Registration on the same terms and conditions Company Underwritten Block Trade or Underwritten Block Trade, as the Company’s equity securities being sold in such Piggyback Registrationapplicable.

Piggyback Registrations. (a) Subject Prior to the terms earlier to occur of the second anniversary of the Distribution or the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of Post’s then issued and conditions hereofoutstanding Common Stock, whenever the Company if Post proposes to register any of its equity securities file a Registration Statement under the Securities Act with respect to any offering of its Common Stock for its own account and/or for the account of any other Persons (other than (i) a registration by the Company on Registration under Section 2.01, (ii) a registration statement on Form S-4 or Registration pursuant to a registration statement Registration Statement on Form S-8 or Form S-4 or similar forms that relate to a transaction subject to Rule 145 under the Securities Act, (iii) any successor forms theretoform that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) (eacha “Post Public Sale”), then, as soon as practicable (but in no event less than 15 days prior to the proposed date of filing such Registration Statement), Post shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior . Subject to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (iSection 2.02(b) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerSection 2.02(c), the Company, subject to the terms and conditions of this Agreement, Post shall use its commercially reasonable efforts to cause include in such Registration Statement all such Registrable Securities held by Piggyback Sellers which are requested to be included therein within five Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Post shall determine for any reason not to Register or to delay Registration of such securities, Post may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registering, shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering such other shares of Common Stock. No Registration effected under this Section 2.02 shall relieve Post of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, Post’s filing of a Shelf Registration Statement shall not be deemed to be a Post Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to which an offering of Post’s Common Stock for its own account and/or for the Company has received account of any other Persons will be a Post Public Sale unless such written requests offering qualifies for inclusion to be included an exemption from Post Public Sale definition in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationthis Section 2.02(a).

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company at any time after the IPO Date proposes to register any of its equity securities under the Securities Act any shares of Common Stock or any Common Stock Equivalents (other than in connection with a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”Demand Registration pursuant to Section 7(a)), whether or not for sale for its own account or account, on a form and in a manner which would permit registration of the Common Stock held by a Stockholder for sale to the account of otherspublic under the Securities Act, the Company shall give the Stockholders prompt written notice thereof of the proposed registration to each Stockholder not later than thirty (but not less than 5 30) days prior to the filing by thereof. Each Stockholder shall have the Company with the Commission right to request that all or any part 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 Commission, the proposed means of distribution and the proposed managing underwriter his or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of its Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to Common Stock be included in such Piggyback Registration registration. Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days (or, if the Company is a WKSI at such time, five (5) Business Days) after the giving of such notice by the Company (any Stockholder giving the Company a notice requesting that the Registrable Common Stock owned by it be included in such proposed registration being hereinafter referred to in this Section 7 as a “Registering Stockholder”); provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company, all Registering Stockholders and all other stockholders of the Company entitled to register securities on a pari passu basis with the Registering Stockholders in connection with such offering (“Other Registering Holders”) propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the same success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, (i) first, the securities which the Company proposes to sell, (ii) second, the Common Stock of any holders with registration rights that are senior to the rights of the Registering Stockholders hereunder and (iii) third, the Registrable Common Stock of such Registering Stockholders and the Registrable Common Stock to be sold for the account of Other Registering Holders pro rata among all such Registering Stockholders and any such Other Registering Holders, taken together, on the basis of the relative percentage of Registrable Common Stock owned by all Registering Stockholders and such Other Registering Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Registering Stockholders in such registration if such underwriters eliminate entirely the participation in such registration of all such Other Registering Holders). Registrable Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Registering Stockholder shall be sold to the prospective underwriters selected or approved by the Company and on the terms and subject to the conditions as of one or more underwriting agreements negotiated between the Company’s equity securities being sold in such Piggyback RegistrationCompany and the prospective underwriters. The Company may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Registering Stockholder.

Piggyback Registrations. (a) Subject If, other than pursuant to the terms Section 2.1 and conditions hereofSection 2.2, whenever the Company proposes or is required to register any of its equity securities file a registration statement under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 with respect to an offering of Common Stock or any successor forms thereto) (each, a “Piggyback Registration”)other of the Company’s equity securities or securities convertible into or exchangeable or exercisable for any of the Company’s equity securities, whether for sale for its own account or for the account of othersanother Person (other than a registration statement (i) on Form S-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall give the Stockholders prompt written notice thereof of such proposed filing at least 30 days before the anticipated filing date (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) to the Holders. The Piggyback Notice shall specify, at a minimum, offer the number of equity securities proposed Holder the opportunity to be registered, the proposed date of filing of include in such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended (for purposes of this Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as those proposed to be disposed of offered by the Company for its own account) as they may request (a “Piggyback Registration”). Subject to Section 2.3(b) hereof, the Company shall include in each such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause Registration all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion therein within 10 days after notice has been given to the Holders. The Holders shall be included in such permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration on at any time at least 5 Business Days prior to the same terms and conditions as effective date of the Company’s equity securities being sold in Registration Statement relating to such Piggyback Registration.

Piggyback Registrations. (a) Subject to If, at any time after the terms date hereof and conditions hereofbefore October 14, whenever 2010 the Subscriber owns any of the Registrable Securities, the Company proposes to register any of its equity securities under prepare and file with the Securities Act and Exchange Commission one or more registration statements covering equity or debt securities of the Company with a value exceeding $1,000,000 (in any such case, other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any S-4 or successor forms thereto) (each, a “Piggyback Registration”forms), whether for its own account it will give Subscriber at least 15 days' prior written notice via overnight courier or for certified mail (the account "Notice"). Upon written request of othersSubscriber, made within 10 days after mailing of the Notice, that the Company include any of the Subscriber's Registrable Securities in the proposed registration statement, the Company shall give use reasonable efforts to effect the Stockholders prompt written notice thereof (registration under the Act, and any underwriting involved therein, of the Registrable Securities which it has been so requested to register but not less than 5 days prior only to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, extent that such inclusion does not diminish the number of equity securities proposed included by a holder of Common Stock who has demanded such registration (the "Piggyback Registration"); provided, however, that if in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the proposed date securities being registered by the Company, will exceed the maximum amount of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request Company's securities which can be marketed (i) if at a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Personprice reasonably related to their then current market value, or (ii) if no Piggyback Notice is required by this paragraphwithout otherwise materially adversely affecting the entire offering, of any Person that on then the date of approval by the Board Company may exclude from such offering all or a portion of the filing Registrable Securities which it has been requested to register. The Company shall bear all of such the expense of the Piggyback Registration, except for the pro rata portion of brokerage or underwriters' discounts or commissions relating to the shares sold on behalf of the Subscriber. All of Subscriber's Piggyback Registration is a Stockholderrights under this Agreement shall expire on October 14, within 5 days of such Board approval (2010. Notwithstanding anything to the contrary herein, the Company shall have the right at any and all times after it shall have given written notice pursuant to this Section to elect not to file any such Persons as described in (i) and (ii) aboveproposed registration statement, each, a “Piggyback Seller”) (which written request shall specify or to withdraw the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), same after the Company, subject filing but prior 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationeffective date thereof.

Piggyback Registrations. (a) Subject to the terms and conditions hereofExcept as otherwise provided in this Section 2(b), whenever if at any time the Company proposes decides to register any of its equity securities under prepare and file with the Securities Act (other than Commission a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether Registration Statement relating to an underwritten public offering for its own account or for the account of othersothers under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then-equivalent forms relating to equity securities to be issued in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall give the Stockholders prompt send to each Holder of Registrable Securities written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commissiondecision and, the proposed means of distribution and the proposed managing underwriter or underwriters if within ten (if any and if known). Upon the written request (i10) if a Piggyback Notice is required by this paragraph, of any Person that on the date days after receipt of such Piggyback Notice is a Stockholdernotice, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described Holder shall so request in (i) and (ii) above, each, a “Piggyback Seller”) writing (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Sellerthe Holders), the CompanyCompany will use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder in connection with such underwritten public offering; provided, subject however, that if at any time after giving written notice of its intention to register any securities and prior to the terms and conditions effective date of this Agreementthe Registration Statement filed in connection with such registration, the Company shall decide for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such decision to such Holder and, thereupon: (i) in the case of a determination not to register, shall use be relieved of its commercially reasonable efforts obligation to cause register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2(b) for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities that such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(b) that are eligible for sale pursuant to Rule 144(k) of the Securities Act, as determined by the mutual written agreement of the Company and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by Piggyback Sellers such Holder, and in such event the Company’s registration obligations with respect thereto shall cease). Notwithstanding any other provision of this Section 2(b), in the case of an underwritten public offering, if the managing underwriter reasonably determines that marketing factors require a limitation on the number of shares to be offered, the underwriter may (subject to the allocation priority set forth below) exclude from such Registration Statement up to all of the securities which would otherwise be offered by persons other than the Company has received for the Company’s own account. The Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be offered and the number of shares of securities that are to be excluded from registration. Securities to be excluded from registration shall be determined in the following order of priority: first to be excluded, the securities held by any person not having contractual piggyback registration rights; second to be excluded, securities held by any person having contractual piggyback registration rights pursuant to an agreement other than either the Rights Agreement dated as of November 13, 1998 by and between the Company and America Online, Inc. or this Agreement; third to be excluded, Registrable Securities of the Holders, reduced pro rata among such written requests for inclusion Holders (based upon the number of Registrable Securities requested to be included in such Piggyback the registration); and last to be excluded, securities held by any person having contractual piggyback registration rights pursuant to the Rights Agreement dated as of Novermber 13, 1998 by and between the Company and America Online, Inc. Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.Rights Agreement

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company If SpinCo proposes to register any of its equity securities file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account (other than (i) a registration by the Company on Registration or Takedown Prospectus Supplement under Section 2.01, (ii) a registration statement on Form S-4 or Registration pursuant to a registration statement Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any successor forms theretodividend reinvestment or similar plan, (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (eacha “SpinCo Public Sale”)), then, as soon as practicable, but in any event not less than fifteen (15) days prior to the proposed date of filing such Registration Statement, SpinCo shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), whether SpinCo shall use its reasonable best efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five (5) business days after the written receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, thereupon, (x) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed to be a SpinCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of SpinCo Shares for its own account or and/or for the account of othersany other Persons will be a SpinCo Public Sale, unless such offering qualifies for an exemption from the Company shall give SpinCo Public Sale definition in this Section 2.02(a); provided, further that if SpinCo files a Shelf Registration for its own account and/or for the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission account of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) other Persons, SpinCo agrees that it shall specify, use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of later time through the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, Prospectus supplement rather than a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationpost-effective amendment.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes determines to publicly sell in an underwritten offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to an effective shelf registration statement) or register for sale any of its equity securities under either for its own account or the Securities Act (account of a security holder or holders, other than a registration by the Company on pursuant to Section 5.1, a registration statement relating solely to any employee or director equity or equity-based incentive or compensation plan or arrangement or any similar employee or director compensation or benefit plan on Form S-4 S-8, a registration relating to the offer and sale of securities of any class other than the Registrable Securities even if such securities are convertible or exchangeable into securities of the same class as Registrable Securities, or a registration statement on Form S-8 relating solely to a corporate reorganization (including by way of merger of the Company or any successor forms theretoof its Subsidiaries with any other business) or acquisition of another business, any registration relating solely to an exchange of the Company’s own securities or a registration on any registration form that does not permit secondary sales (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (i) as soon as reasonably practicable but not in no event less than 5 five (5) Business Days prior to the initial filing of a registration statement or preliminary prospectus supplement, as the case may be, in connection with such Piggyback Registration (or less than two (2) days prior to the filing by date of the Company with the Commission commencement 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (offering if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days conducted as an underwritten unmarketed block trade) give written notice of its intention to effect such Board approval (any such Persons as described in (i) sale or registration to the Stockholder and (ii) abovesubject to Section 5.5(b) and Section 5.5(c), each, include in such Piggyback Registration and in any underwriting involved therein (whether prior to or following the expiration of the Lock-Up Period) all of such Registrable Securities as are specified in a written request or requests (“Piggyback SellerRequests”) made by the Stockholder received by the Company within three (which written request 3) days of receipt of such notice from the Company (or two (2) days with respect to an underwritten umarketed block trade). Such Piggyback Requests shall specify the number of Registrable Securities then presently intended requested to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationStockholder.

Piggyback Registrations. (a) Subject If, at any time prior to the terms one (1) year anniversary of the Closing Date, there is not an effective Registration Statement covering all of the Registrable Securities and conditions hereof, whenever the Company proposes shall determine to register any of its equity securities under prepare and file with the Securities Act (other than a registration by the Company on Commission a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether relating to an offering for its own account or for the account of othersothers under the Securities Act of any of its equity securities, other than on a Special Registration Statement, then the Company shall deliver to each Holder a written notice of such determination and, if within seven days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number all or any part of equity securities proposed such Registrable Securities such Holder requests to be registered; provided, however, that the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if Company shall not be required to register any and if known). Upon the written request Registrable Securities pursuant to this Section 6(f) that are (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received eligible for resale by such Person, Holder pursuant to Rule 144 without volume or manner-of-sale restrictions or (ii) the subject of a then-effective Registration Statement. Notwithstanding the foregoing obligations, if no Piggyback Notice is required the total number of securities, including Registrable Securities, requested by this paragraph, Holders to be included in such offering exceeds the number of any Person that on the date of approval securities to be sold (other than by the Board Company) that the underwriters or the Company in their reasonable discretion determine is compatible with the success of the filing offering, then the Company shall be required to include in the offering only that number of such Piggyback Registration is a Stockholdersecurities, within 5 days including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters or the Company determine that less than all of the Registrable Securities requested to be registered can be included in such Board approval offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (any such Persons as described in (inearly as practicable to) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended owned by each selling Holder or in such other proportions as shall mutually be agreed to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationselling Holders.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company If at any time (i) LPL proposes to register any of its equity securities file a Registration Statement under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether with respect to an offering of Shares for its own account or for the account of othersany other Person (any such Person, the Company a “Registering Party”) other than (i) a registration under Section 4.2 or Section 4.3 or (ii) a Registration on Form S-4 or Form S-8, or any successor or similar forms, LPL shall each such time promptly give the Stockholders prompt written notice thereof to any Stockholder that Beneficially Owns any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected and of such Stockholder’s rights under this Section 4.7 (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”). Subject to Section 4.7(c) and Section 4.7(d), LPL shall specifyinclude, at a minimumand will cause the underwriter or underwriters, the number of equity securities proposed if applicable, to be registeredinclude, in the proposed date of filing of such registration statement with the Commissionoffering, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being Shares proposed to be sold by LPL or such Registering Party in such offering, on a pro rata basis for the Stockholder, all Registrable Securities that LPL has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register for such Stockholder (each such registration pursuant to this Section 4.7, a “Piggyback Registration”); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration, LPL shall determine for any reason not to register such Shares, LPL, shall give written notice of such determination to all Stockholders who Beneficially Own any Registrable Securities and, thereupon, LPL shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by LPL to delay registration of Shares, such Stockholders shall be permitted to delay the registration of their Registrable Securities for the same period as the delay in registering such other Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 4.7, all Stockholders proposing to distribute their securities pursuant to this on Section 4.7 shall, at the request of LPL, enter into an agreement in customary form with the underwriter or underwriters selected by LPL or the Registering Party, as applicable.

Piggyback Registrations. (a) Subject The Company shall notify each Eligible Holder in writing (the "Intended Offering Notice") at least ten (10) business days prior to the terms and conditions hereof, whenever the Company proposes to register filing any of its equity securities registration statement under the Securities Act for purposes of effecting a public offering of any securities of the Company (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or Form S-4, or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect theretothereof). Such notice (a “Piggyback Notice”) Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or amount of Registrable Securities as each such Eligible Holder may request, subject to the conditions set forth herein, and shall specify, at a minimumto the extent then known, the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commissionstatement, the any proposed means of distribution and the of such securities, any proposed managing underwriter or underwriters (if any of such securities and if known). Upon a good faith estimate by the written request (i) if a Piggyback Notice Company of the proposed maximum offering price of such securities, as such price is required by this paragraph, of any Person that proposed to appear on the date facing page of such Piggyback Notice is a Stockholderregistration statement. If an Eligible Holder of Registrable Securities desires to include in any such registration statement all or any part of the Registrable Securities then held, given the Eligible Holder shall, within 5 ten (10) days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board receipt of the filing Intended Offering Notice from the Company, so notify the Company in writing (the "Piggy-back Notice"), and in such notice shall inform the Company of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended the Eligible Holder wishes to be disposed include in such registration statement and offered to the public. Upon the request of by such Piggyback Seller), the Company, subject the Selling Shareholders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. If the Eligible Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Eligible 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 its securities, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationset forth herein.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 any Stock or any successor forms thereto) (each, a “Piggyback Registration”)security convertible into or exchangeable or exercisable for Stock, whether or not for sale for its own account or and other than pursuant to a Demand Registration (it being understood that an Investor may include its Registrable Stock in a registration effected pursuant to a Demand Registration in accordance with Section 6(a)), on a form and in a manner which would permit registration of the Registrable Stock held by an Investor for sale to the account of otherspublic under the Securities Act, the Company shall give the Stockholders prompt written notice thereof of the proposed registration to each Investor not later than thirty (but not less than 5 30) days prior to the filing thereof. Each Investor shall have the right to request that all or any part of its Registrable Stock be included in such registration. Each Investor can make such a request by giving written notice to the Company with within ten (10) Business Days after the Commission receipt of any the Company’s notice of the proposed registration; provided, however, that if the registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyis an underwritten registration and there is an Underwriter Cutback, at a minimum, the Company will include in such registration only the number of equity securities that, in the reasonable opinion of such underwriter or underwriters can be sold without having a material adverse effect on the success of the offering, as follows: first, the securities which the Company proposes to sell; second, the Registrable Stock of such Investors, pro rata among all such Investors on the basis of the relative percentage of Registrable Stock then held by all Investors who have requested that Registrable Stock owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Investors); and third, the comparable securities of any additional holders of the Company’s securities (including any such securities held by current or former officers or employees of or consultants to the Company), pro rata among all such holders on the basis of the relative percentage of such securities then held by all such holders who have requested that securities owned by them be so included. For purposes of any Underwriter Cutback pursuant to this Section 6(b), all Registrable Stock proposed to be sold by any Investor shall also include any Registrable Stock proposed to be sold by the partners, retired partners, shareholders or Affiliates of such Investor, or the estates and family members of any such Investor or such partners or retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Investor or such partners, retired partners, trusts or Affiliates, any Charitable Organization to which any of the foregoing shall have contributed Registrable Stock prior to the execution of the underwriting agreement in connection with such underwritten registration, and such Investor and other Persons shall be deemed to be a single selling Investor, and any pro rata reduction with respect to such Investor shall be based upon the aggregate amount of securities proposed to be registeredsold by all entities and individuals included in such selling Investor, as defined in this sentence. Registrable Stock proposed to be registered and sold pursuant to an underwritten offering for the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, account of any Person that Investor shall be sold to the prospective underwriters, on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) terms and (ii) above, 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), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such one or more underwriting agreements negotiated between the holders of Registrable Securities held by Piggyback Sellers with respect Stock to which such Registration Statement relates, the Company has received and the prospective underwriters. Any Investor who holds Registrable Stock being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such written requests for inclusion underwriting agreement. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationany Investor.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If at any time the Company proposes intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any Form S-4 or their successor forms thereto) (each, a “Piggyback Registration”forms), whether for its own account or for the account of others, then the Company shall give the Stockholders prompt written notice thereof of such intention (but not less than 5 an “Intended Offering Notice”) to each Holder at least 20 business days prior to the filing by the Company with the Commission of any registration statement with respect thereto)date such Registration Statement is filed. Such notice (a “Piggyback Notice”) Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities as each such Holder may request, subject to the conditions set forth herein, and shall specify, at a minimumto the extent then known, the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statement with the CommissionRegistration Statement, the any proposed means of distribution and the of such securities, any proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is securities, together with a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval good faith estimate by the Board Company of the filing proposed maximum offering price of such Piggyback securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Registration is a Stockholder, within 5 days of Statement shall so advise the Company in writing (such Board approval (written notice from any such Persons as described in (i) and (ii) above, each, Holder being a “Piggyback SellerNotice”) (not later than seven business days after the date on which written request shall specify such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities then presently intended that such Holder desires to be disposed have offered and sold pursuant to such Registration Statement. Upon the request of by such Piggyback Seller), the Company, subject the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 3 at any time prior to the terms sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 3 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and conditions of arrangements required by this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to If, at any time during the terms and conditions hereofEffective Period, whenever the Company (other than pursuant to Section 2.1) proposes or is required to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration by the Company 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, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (eachiii) pursuant to a Demand Registration in accordance with Section 2.1 hereof), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall use commercially reasonable efforts to give written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holder. The Piggyback Notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities as it may request (a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.2(b) hereof, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, subject to the terms and conditions of this Agreement, 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 Company has received such from the Holder a written requests request for inclusion therein within 15 days following receipt of any Piggyback Notice by the Holder, which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Holder and the intended method of distribution thereof. The Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 2 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationshall count towards registrations required under Section 2.1.

Piggyback Registrations. If at any time prior to the date two (2) years from the date of this Warrant or such earlier date when all shares of Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") (a) Subject have been sold, or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the terms Company pursuant to a written opinion letter to such effect, addressed and conditions hereofacceptable to the Company's transfer agent and the Holder, whenever that there is not an effective registration statement covering the Warrant Shares, and the Company proposes shall determine to register any of its equity securities under prepare and file with the Securities Act (other than a registration by the Company on SEC a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether relating to an offering for its own account or for the account of othersothers under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to the Holder a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number all or any part of equity securities proposed such Warrant Shares such Holder requests to be registered, the proposed date subject to customary underwriter cutbacks applicable to all holders of filing of such registration statement with the Commissionrights; provided, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request however, that (i) if a Piggyback Notice if, at any time giving written notice of is required by this paragraph, of intention to register any Person that on securities and prior to the effective date of the registration statement filed in connection with such Piggyback Notice is a Stockholderregistration, the Company determines for any reason not to proceed with such registration, the Company may, at its election, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing written notice of such Piggyback Registration is a Stockholderdetermination to the Holders and, within 5 days thereupon, will be relieved of its obligation to register any Warrant Shares in connection with such Board approval (any such Persons as described in (i) registration, and (ii) above, each, in case of a “Piggyback Seller”) (which written request shall specify determination by the number Company to delay registration of Registrable Securities then presently intended to be disposed of by such Piggyback Seller)its securities, the Company, subject Company will be permitted to delay the terms and conditions registration of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests Warrant Shares for inclusion to be included in such Piggyback Registration on the same terms and conditions period as the Company’s equity securities being sold delay in registering such Piggyback Registration.other securities.. (Remainder of page intentionally left blank)

Piggyback Registrations. Without limiting any obligation of the Company, if (ai) Subject there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the terms Registrable Securities and conditions hereof, whenever (ii) the Company proposes shall determine to register prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) (each, a “Piggyback Registration”or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), whether for its own account or for a dividend reinvestment or similar plan or rights offering, then the account Company shall deliver to each Holder a written notice of otherssuch determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number or offering statement all or any part of equity securities proposed such Shares constituting Registrable Securities that such Holder requests to be registered; provided, however, the proposed date Company shall not be required to register any Shares pursuant to this Section 2(e) that are the subject of a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of such a piggyback registration statement with at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board rights of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described Holders set forth in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Sellerthis Section 2(e), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. If, at any time during the three (a3) Subject to year period following the terms and conditions date hereof, whenever there is not an existing and effective registration statement covering all of the Registrable Securities and the Company proposes shall determine to register prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms thereto) (each, a “Piggyback Registration”acquisition of any entity or business or equity securities issuable in connection with the company’s stock option or other employee benefit plans), whether for its own account or for then the account Company shall deliver to each Buyer a written notice of otherssuch determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Buyer shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number all or any part of equity securities proposed such Registrable Securities such Buyer requests to be registered; provided, however, that the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters Company shall not be required to register any Registrable Securities pursuant to this Section 4(n) that are eligible for resale pursuant to Rule 144 (if any and if knownwithout volume restrictions). Upon the written request For purposes hereof, “Registrable Securities” means (i) if a Piggyback Notice is required by this paragraphthe Conversion Shares issued or issuable upon conversion of the Notes, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board Warrant Shares issued or issuable upon exercise of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) Warrants and (iiiii) above, each, a “Piggyback Seller”) (which written request shall specify any capital stock of the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the Company has received such written requests for inclusion shares of Common Stock are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to be included in such Piggyback Registration any limitations on conversion of the same terms and conditions as Notes or exercise of the Company’s equity securities being sold in such Piggyback RegistrationWarrants.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof of its intention to do so (but not less 1) to each of the Holders of record of Registrable Securities (other than 5 individuals), at least five (5) business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice under the Securities Act and (a “Piggyback Notice”2) shall specifyto each Holder of Registrable Securities that is an individual, no more than five (5) business days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at a minimum, least five (5) business days prior to the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if knownstatement). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within ten (10) days following the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, receipt of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act along with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered prior to the printing of a preliminary prospectus for distribution to potential investors, but including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations pursuant to the Company’s equity securities being sold in such Piggyback Registrationpreceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) Subject to the terms and conditions hereofIf, whenever after its initial public offering, the Company proposes determines to proceed with the preparation and filing with the SEC of a registration statement (the “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its shares of Common Stock, other than on a Form S-4 or Form S-8 or its then equivalents, the Company shall send the Purchasers written notice of such determination and, if within ten (10) days after receipt of such notice, the Purchasers shall so request in writing, the Company will cause the registration under the Securities Act of the Warrants and the Warrant Shares (collectively, the “Registrable Securities”), provided that if at any time after giving written notice of its intention to register any of its equity securities under shares of Common Stock and prior to the Securities Act (other than a registration by effective date of the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersfiled in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such shares of Common Stock, the Company may, at its election, give the Stockholders prompt written notice thereof (but not less than 5 days prior of such determination to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyPurchasers and, at a minimumthereupon, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if in the case of a Piggyback Notice is required by this paragraphdetermination not to register, shall be relieved of any Person that on its obligation to register the date of Registrable Securities in connection with such Piggyback Notice is a Stockholderregistration, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) abovein the case of a determination to delay registering, eachshall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other shares of Common Stock. The Company shall include in such registration statement all or any part of the Registrable Securities, provided, however, that the Company shall not be required to register any of the Warrants and the Warrant Shares that are eligible for sale pursuant to Rule 144 of the Securities Act. Notwithstanding any other provision in this Section 4, if the Company receives a “Piggyback Seller”) (comment from the SEC which written request shall specify effectively results in the Company having to reduce the number of Registrable Securities included on such Registration Statement, then presently intended to be disposed the Company may, in its sole discretion, reduce on a pro rata basis the number of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationStatement.

Piggyback Registrations. (a) Subject to Until the terms and conditions hereofdate on which all Registrable Shares are no longer Registrable Shares, whenever if the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or a any successor form, (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan, (iv) any registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether filed by the Company relating to the 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 (as defined in the Purchase Agreement), or (v) any registration statement filed in connection with a demand registration other than pursuant to Section 2 of this Agreement; provided, however, that the exceptions in clauses (iv) and (v) shall not apply if underwritten offerings are proposed to be made under such registration statements) and the registration form to be used may be used for the account registration of othersRegistrable Shares, the Company shall will give the Stockholders prompt written notice thereof to all Holders of Registrable Shares of its intention to effect such a registration (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (each a “Piggyback Notice”) shall specifyand, at a minimum, the number of equity securities proposed subject to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (isubparagraphs 3(b) and (iic) above, 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)below, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause Company will include in such registration all such Registrable Securities held by Piggyback Sellers Shares with respect to which the Company has received such written requests for inclusion to be included in such therein within ten business days after the date of sending the Piggyback Notice (a “Piggyback Registration”), unless, if the Piggyback Registration on is an underwritten offering, the same terms and conditions as managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Shares would materially adversely interfere with such offering, materially adversely affect the Company’s equity securities being sold in the public markets, or otherwise materially adversely affect the Company. Notwithstanding the foregoing, if the Registration pursuant to Section 2 is then in effect, the Company shall have no obligation to effect the registration of Registrable Shares under this Section 3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. Nothing herein shall affect the right of the Company to withdraw any such Piggyback Registrationregistration in its sole discretion.

Piggyback Registrations. (a) Subject If the Company at any time proposes to file a registration statement covering proposed sales by it or any of its shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for sale to the terms and conditions public (other than a registration statement (i) covering only shares issuable upon the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, (ii) on Form S-4 or S-8 or any similar form) under the U.S. Securities Act of 1933, as amended (the "Act"), (iii) in connection with a registered public offering of the Company's capital stock, or (iv) pursuant to Section 2 hereof, whenever the Company will give prompt notice to Holder of such proposed registration (which notice shall describe the proposed filing date and the date by which the registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any such sale or disposition of securities and shall include a listing of the jurisdictions, if any, in which the Company proposes to register any of its equity or qualify the securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 applicable state securities or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account "Blue Sky" laws of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect theretosuch jurisdictions). Such notice At the request of Holder given within thirty (a “Piggyback Notice”30) shall specify, at a minimum, calendar days after the number of equity securities proposed to be registered, the proposed date of filing receipt of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required notice by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) Holder (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written shares Holder requests for inclusion to be included in such Piggyback Registration on registration), the Company will use its best efforts to cause all shares as to which registration has been requested by Holder to be included in such registration statement for sale or disposition in accordance with the method described in the initial notice given to Holder and subject to the same terms and conditions as the Company’s equity securities other shares of capital stock being sold, and thereafter shall cause such registration statement to be filed and become effective; provided, however, that the Company shall be permitted to (A) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to Holder shall be relieved of all of its obligations under this Section 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the offering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall be excluded pro rata based on the total number of shares of capital stock being sold in such Piggyback Registrationby all selling Holders (other than the Company).

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business (or a business combination subject to Rule 145 under the 1000 Xxx) (each, a “Piggyback Registration”or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), whether for its own account or for a dividend reinvestment or similar plan or rights offering, then the account Company shall deliver to each Investor a written notice of otherssuch determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number or offering statement all or any part of equity securities proposed such Registrable Securities such Investor requests to be registered; provided, however, the proposed date of filing of such registration statement with Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is need for current public information required by this paragraphRule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement, and provided further that the Company shall not be required to include any Person that on Registrable Securities which an underwriter shall advise the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on Company will materially adversely affect the date of approval by the Board Company’s ability to sell all of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 shares which the Company has received such written requests for inclusion intended to be included sell. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationits sole discretion.

Piggyback Registrations. (a) Subject From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any of its equity securities Parent Common Stock under the Securities Act (other than a registration by the Company on a registration statement Parent (i) on Form S-4 or any successor form thereto (or similar form that relates to a registration statement transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor forms theretoform thereto (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement, (iv) in connection with any dividend or distribution reinvestment or similar plan, (v) incidental to an issuance of debt securities under Rule 144A or (vi) pursuant to Section 4.1) (eachsuch registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give the Stockholders each Holder prompt written notice thereof (but not less than 5 days fifteen (15) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, specify the number of equity securities shares of Parent Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter or underwriters underwriter(s) (if any any) and if known). Upon a good faith estimate by Parent of the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date proposed minimum offering price of such Piggyback Notice is a Stockholdershares of Parent Common Stock, given within 5 days after such Piggyback Notice is received by such Personin each case to the extent then known. Subject to Section 4.2(b), or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of Parent shall include in each such Piggyback Registration is all Registrable Securities held by the Holders with respect to which Parent has received a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) written request (which written request shall specify the number of Registrable Securities then presently intended requested to be disposed of by each Holder) for inclusion therein within ten (10) Business Days after such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held Notice is received by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationeach Holder.

Piggyback Registrations. (a) Subject to On or after the terms and conditions hereof18-month anniversary of the Closing Date, whenever if the Company proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 S-8, or any successor or other forms thereto) (eachpromulgated for similar purposes, a “Piggyback Registration”and other than demand registrations pursuant to Section 4.2), whether or not for sale for its own account or account, in a manner which would permit registration of Registrable Securities of the same class of such Equity Securities for sale to the account of otherspublic under the Securities Act, the Company shall it will, at each such time, give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by Designated Stockholder of its intention to do so and of the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)Holders’ rights under this Article IV. Upon the written request (i) if a Piggyback Notice is required by this paragraphof the Designated Stockholder, on the behalf of all of the Holders, made within 15 days after the receipt of any Person that on such notice but in no event later than two (2) Business Days prior to the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board effectiveness of the filing of registration statement as indicated in such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) notice (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Sellereach Holder), the Company, subject to the terms and conditions of this Agreement, shall Company will use its commercially reasonable best efforts to cause effect the registration under the Securities Act of all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received been so requested to register by the Holders thereof; provided that (i) if, at any time after giving written notice of its intention to register any Equity Securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such written requests for inclusion determination to the Designated Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in such Piggyback Registration the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company’s equity securities being sold , with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 4.1 involves an underwritten offering, any Holder requesting to be included in such Piggyback Registrationregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. Nothing in this Section 4.1 shall limit the right of any Holder to request the registration of the Registrable Securities issuable upon conversion of the Subject Shares held by such Holder notwithstanding the fact that at the time of the request such Holder holds Preferred Stock and not Registrable Securities. The registration rights provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the demand of any Investor Stockholder in accordance with Section 4.2.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder or under the Securities Purchase Agreement, subject to register Section 2(f), if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on F-4, Form S-8 or Form F-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business, any acquisition of any entity, any business combination, or equity securities issuable in connection with the Company’s share option or other employee benefit plans) or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (each15) days after the date of the delivery of such notice, a “Piggyback Registration”), whether for its own account or for the account of othersany such Investor shall so request in writing, the Company shall give the Stockholders prompt written notice thereof include (but not less than 5 days prior subject to the filing by the Company with the Commission of any its existing contractual commitments, which take priority) in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number or offering statement all or any part of equity securities proposed such Registrable Securities such Investor requests to be registered; provided, however, the proposed date Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of filing of a then-effective Registration Statement (assuming such registration statement Registrable Secuirites have been (or will be) issued in compliance with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board terms of the filing of such Piggyback Registration is a Stockholderapplicable Note), within 5 days of such Board approval (and provided further that the Company shall not be required to include any such Persons as described in (i) and (ii) above, 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), which an underwriter shall reasonably advise the Company will materially adversely affect the Company, subject ’s ability to sell all of 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 shares which the Company has received such written requests for inclusion intended to be included sell. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationits sole discretion.

Piggyback Registrations. (a) Subject to If at any time during the terms Effectiveness Period ------------------------ there is not an effective Registration Statement covering all of the Registrable Securities and conditions hereof, whenever the Company proposes shall determine to register any of its equity securities under prepare and file with the Securities Act (other than a registration by the Company on Commission a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether relating to an offering for its own account or for the account of othersothers under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number all or any part of equity securities proposed such Registrable Securities such Holder requests to be registered, the proposed date subject to customary underwriter cutbacks applicable to all holders of filing of such "piggyback" registration statement with the Commissionrights; provided, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request however, -------- ------- that (i) if a Piggyback Notice is required by this paragraphif, at any time after giving written notice of its intention to register any Person that on securities and prior to the effective date of the registration statement filed in connection with such Piggyback Notice is a Stockholderregistration, the Company determines for any reason not to proceed with such registration, the Company may, at its election, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing written notice of such Piggyback Registration is a Stockholderdetermination to the Holders and, within 5 days thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such Board approval (any such Persons as described in (i) registration, and (ii) abovein case of a determination by the Company to delay registration of its securities, each, a “Piggyback Seller”) (which written request shall specify the number Company will be permitted to delay the registration of Registrable Securities then presently intended to be disposed of by for the same period as the delay in registering such Piggyback Seller)other securities. Notwithstanding the foregoing, the Company, subject to the terms and conditions of nothing in this Agreement, paragraph (e) shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which permit the Company has received such written requests for inclusion to be included file a registration statement in such Piggyback Registration on contravention of the same terms and conditions as the Company’s equity securities being sold restrictions in such Piggyback Registration.Section 6(b)

Piggyback Registrations. (a) Subject If the Certificate is released from escrow and delivered to the terms Lender in accordance with the Escrow Agreement and conditions hereofthe Borrower determines to proceed with the preparation and filing with the Securities and Exchange Commission (the “SEC”) of a registration statement (the “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of 1933 (the “1933 Act”) of any of its shares of common stock, whenever other than on Form S-4 or Form S-8 (each as promulgated under the Company proposes 0000 Xxx) or its then equivalents, the Borrower shall send to the Lender written notice of such determination and, if within ten (10) days after receipt of such notice, the Lender shall so request in writing, the Borrower will cause the registration under the 1933 Act of the Escrowed Shares and (the “Registrable Securities”), provided that if at any time after giving written notice of its intention to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account shares of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days common stock and prior to the filing by effective date of the Company with the Commission of any registration statement filed in connection with respect thereto). Such notice (a “Piggyback Notice”) such registration, the Borrower shall specifydetermine for any reason not to register or to delay registration of such shares of common stock, the Borrower may, at a minimumits election, the number of equity securities proposed to be registered, the proposed date of filing give written notice of such registration statement with determination to the CommissionLender and, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request thereupon, (i) if in the case of a Piggyback Notice is required by this paragraphdetermination not to register, shall be relieved of any Person that on its obligation to register the date of Registrable Securities in connection with such Piggyback Notice is a Stockholderregistration, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) abovein the case of a determination to delay registering, eachshall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other shares of common stock. The Borrower shall include in such registration statement all or any part of the Registrable Securities provided however that the Borrower shall not be required to register any Escrowed Shares that are eligible for sale pursuant to Rule 144 of the 1933 Act. Notwithstanding any other provision in this Section 7, if the Borrower receives a “Piggyback Seller”) (comment from the SEC which written request shall specify effectively results in the Borrower having to reduce the number of Registrable Securities included on such Registration Statement, then presently intended to be disposed the Borrower may, in its sole discretion, reduce on a pro rata basis the number of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationStatement.

Piggyback Registrations. (a) Subject If, other than pursuant to the terms and conditions hereofSection 2.1, whenever the Company proposes or is required to register any of its equity securities file a registration statement under the Securities Act (with respect to an offering of Common Stock, whether or not for sale for its own account other than a registration by the Company on a registration statement (i) on Form S-4 or a registration statement on Form S-8 S-0, Xxxx X-0 or any successor forms thereto, (ii) on any other registration form which may not be used for the registration or qualification for distribution of Registrable Securities, (eachiii) filed solely in connection with any employee benefit or dividend reinvestment plan, (iv) a registration relating solely to a Rule 145 transaction under the Act, or (v) any at-the-market offerings in the aggregate not to exceed $50,000,000, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.2(b) hereof, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of include in each such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of all Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion therein within 10 days after notice has been given to the Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution set forth in such registration statement. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationshall count towards registrations required under Section 2.1.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company FS shall give the Stockholders prompt written notice thereof (but not less than 5 notify JL at least 15 days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act for a public offering of securities of FS (including, but not limited to, registration statements relating to secondary offerings of securities of FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford JL an opportunity to include in such registration statement all or part of the Registrable Securities held by JL; provided, that (x) no such notice shall be required, and this Section 2.2 shall not be applicable, at any time when the registration statement filed under Section 2.1 is effective. 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, offer JL the opportunity to register such number of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons Registrable Securities as described in (i) it may request and (ii) describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering and, if so, the identity of the managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of underwriting discount reasonably expected to be incurred in connection therewith). If JL desires to include in any such registration statement all or part of the Registrable Securities held by it, it shall, within 15 days after receipt of the above-described notice from FS, each, a “Piggyback Seller”) (which written request so notify FS in writing. Such notice shall specify state the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written JL requests for inclusion to be included in such Piggyback Registration on registration and its intended method of disposition of the same Registrable Securities. If JL decides not to include all or any part of its Registrable Securities in any registration statement filed by FS, it 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 FS, all upon the terms and conditions as set forth herein. In addition, inclusion of any part of the Company’s equity securities being sold Registrable Securities in such Piggyback Registrationa registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1.

Piggyback Registrations. (a) Subject to In the terms event that the Company, at any time during the period commencing on the date hereof and conditions hereofending on the Termination Date, whenever the Company proposes to register any of its equity securities under the Securities Act (other than by a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (eachS-8), a “Piggyback Registration”)in an underwritten offering, whether for its own account or sale for the account of othersthe Company or any other Person, the Company shall give the Stockholders prompt written will provide notice thereof (but not less than 5 at least 30 days prior to the filing by the Company with the Commission 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 the registration statement with the Commissionrelating thereto to each Holder (a "Piggyback Registration Notice"), the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Registration Notice is to include a Stockholder, given within 5 statement of the intention of the Company to register such securities and of the Holders' rights under this Section 2.03. Each Holder shall have 15 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing receipt of such Piggyback Registration is a Stockholder, Notice within 5 days which to elect to request inclusion of such Board approval Holder's Registrable Securities in the registration contemplated by such Piggyback Registration Notice, such election to be made by providing the Company with a Participation Notice. The Company shall use its best efforts to cause to be included in the Piggyback Registration all Registrable Securities which the Participating Holders have requested the Company to register pursuant to the Participation Notices, to the extent required to permit the distribution (any in accordance with the intended method or methods thereof) of the Registrable Securities to be registered; provided, however, that the Company may, in its sole discretion, determine to not file such Persons as described in registration statement or withdraw such registration statement (iif filed) and abandon any proposed offering by giving notice of such intention to each Participating Holder, in which event the Company shall be relieved of its obligation to register any Registrable Securities pursuant to such Participation Notices (iibut not from its obligation to pay Registration Expenses in connection therewith). Notwithstanding any other provision of this Section 2.03 to the contrary, if the representative of the underwriters in such Piggyback Registration advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) above, each, a “Piggyback Seller”) (which written request shall specify limit the number of Registrable Securities then presently intended to be disposed included in the registration and underwriting. The Company shall so advise the holders of by such Piggyback Seller), all securities requesting registration and the amount of securities that are entitled to be included in the registration and underwriting shall be allocated among the Company, subject to the terms Holders and conditions the Other Holders requesting inclusion of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which shares pro rata: (a) as between the Company has received such written requests for inclusion and the Holders and the Other Holders, on the basis of the number of securities contemplated to be included in such Piggyback Registration registration by the Company, on the one hand, and the number of securities requested to be included by Holders and the Other Holders, on the other hand; and (b) as between the Holders and the Other Holders, on the basis of the number of securities held by the Holders and the Other Holders for which piggyback registration rights are available; provided, however, that in no event shall the Company limit the number of Registrable Securities to be included in any registration by any Holder in order to include securities held by Other Holders with no piggyback or demand registration rights. The Registrable Securities to be registered under any registration statement pursuant to the Participation Notices shall be offered for sale upon the same terms and conditions as any similar securities offered for sale by the Company’s equity securities being sold Company in such registration. The right of any Holder to participate in any Piggyback RegistrationRegistration shall be conditioned on the inclusion in the underwriting of those of the Holder's Registrable Securities to be included in the underwriting. The Company shall (together with all participating Holders) enter into an underwriting agreement in customary form with the representative of the underwriters. However, the Requisite Participating Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters be also made to and for the benefit of the Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Participating Holders thereunder.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether Shares for its own account or for the account of othersany other shareholder under the Securities Act (other than a Form S-4 or Form S-8 or any successor or other forms promulgated for similar purposes or forms filed in connection with an exchange offer or any employee benefit or stock purchase and/or dividend reinvestment plan or a registration statement registering Shares that are issuable solely upon conversion of Share Equivalents), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, of its intention to do so to each of the Holders of Registrable Securities at a minimum, least five (5) Business Days prior to the number of equity securities proposed to be registered, the proposed date of filing of such any registration statement with under the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)Securities Act. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.2(f), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to which the securities that the Company has received at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written requests notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be included disposed of by such Holder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Piggyback Registration on the same terms and conditions Company Underwritten Block Trade or Underwritten Block Trade, as the Company’s equity securities being sold in such Piggyback Registrationapplicable.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder or under the Securities Purchase Agreement, after the Effectiveness Deadline, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms thereto) (each, a “Piggyback Registration”acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), whether for its own account or for then the account Company shall deliver to each Investor a written notice of otherssuch determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number all or any part of equity securities proposed such Registrable Securities such Investor requests to be registered; provided, however, the proposed date Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of filing a then-effective Registration Statement. Notwithstanding anything to the contrary included in this Agreement, if an Investor fails to timely furnish such information that Company determines, after consultation with its counsel, is reasonably required in order for such Registration Statement or prospectus to comply with the 1933 Act (it being understood that delivery of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters information within five (if any and if known). Upon the written request (i5) if a Piggyback Notice is required by this paragraph, of any Person that on the date Trading Days of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Sellerdeemed timely hereunder), the Company, subject applicable Filing Deadline and Effectiveness Deadline of such Registration Statement shall be automatically extended on a day-by-day basis for each calendar day thereafter until the Investor has furnished such information 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (ai) Subject Without limiting any obligation of the Company and subject to the terms provisions of this Section 2(d), if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Registrable Securities and conditions hereof, whenever (ii) the Company proposes shall determine to register prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement (A) on Form S-4 or a registration statement on Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, (B) for a dividend reinvestment or similar plan or rights offering or (C) for an offering of debt that is convertible into equity securities of the Company) (each, a “Piggyback Registration”), whether for its own account or for then the account Company shall deliver to each Holder a written notice of otherssuch determination and, if within ten (10) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 include in such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if offering statement all or any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board part of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended that such Holder requests to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration registered on the same terms and conditions as any similar securities of the Company’s equity securities being sold Company included in such offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(d) that are the subject of a then-effective Registration Statement. The inclusion of any Holder’s Registrable Securities in a Piggyback RegistrationRegistration shall be subject to such Holder agreeing to enter into an underwriting agreement in customary form with the managing underwriters, including representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and such Holder shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the managing underwriters and required under the terms of such underwriting agreement. Notwithstanding the foregoing, the Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock for the Company’s own account (other than a registration by the Company on a registration statement except pursuant to registrations on Form S-4 or a registration statement any successor form or on Form S-8 or any successor forms theretoform relating solely to securities issued pursuant to any benefit plan) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany holder of Common Stock of the Company (other than a Holder) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give the Stockholders prompt written notice thereof of such proposed filing to the Holders as soon as practicable (but not in no event less than 5 30 days prior to before the anticipated filing by the Company with the Commission of any registration statement with respect thereto). Such notice date) (a “Piggyback Registration Notice”) shall specify), at a minimum, describing in reasonable detail the proposed registration (including the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commissionstatement, the any proposed means of distribution and the of such securities, any proposed managing underwriter or underwriters (if any of such securities and if knowna good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a StockholderHolder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if Holder to the Company no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), later than 10 Business Days after the Company’s notice is delivered to such Holder, subject to the terms and conditions of this Agreementregister, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities otherwise being sold pursuant to such registration, any of such Holder’s Registrable Securities, the Company will use its best efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 5(a)(i) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 5(a)(i) of its intention to participate in such Piggyback Registrationoffering and, except for the obligation of the Company to pay registration expenses pursuant to Section 6, the Company shall incur no liability for its failure to complete any such offering. There is no limitation on the number of registrations that may be requested by the Holders pursuant to this Section 5(a)(i) which the Company is obligated to effect.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration by (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company on pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement Registration Statement on Form S-4 (or similar form that relates to a registration statement on Form S-8 transaction subject to Rule 145 under the Securities Act or any successor forms theretorule to Rule 145) or (each, a “Piggyback Registration”iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of othersone or more stockholders of the Company (other than a Demand Registration (for which participation is provided under Section 2)) (a “Piggyback Registration”), the Company shall give the Stockholders prompt written notice thereof (but not to each Holder of Registrable Securities of its intention to effect such a registration. The Company shall in no event give that notice in less than 5 ten (10) business days prior to the filing by the Company with the Commission 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 Commissionapplicable Registration Statement. Subject to Sections 4(b) and 5(c), the proposed means Company shall include in the Registration Statement and in any offering of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person Equity Securities to be made pursuant to that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person Registration Statement that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended requested to be disposed sold in such offering by a Holder for the account of by that Holder if the Company has received a written request for inclusion in the Registration Statement from that Holder no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback SellerRegistration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule to Rule 415 (a “Piggyback Shelf Registration Statement”), the CompanyHolders of Registrable Securities shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts same limitations that are applicable to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such any other Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationset forth above.

Piggyback Registrations. (a) Subject to Commencing 120 days after the terms and conditions hereofClosing Date, whenever if at any time the Company proposes intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any Form S-4 or their successor forms thereto) (each, a “Piggyback Registration”forms), whether for its own account or for the account of others, then the Company shall give the Stockholders prompt written notice thereof of such intention (but an “Intended Offering Notice”) to Vivendi and to each other Holder (provided the Company shall not less be obligated to provide an Intended Offering Notice to any person (other than 5 Vivendi and its Controlled Affiliates) unless Vivendi or one of its Controlled Affiliates has provided written notice to the Company that such other person qualifies as a “Holder” as provided in this Agreement) at least 10 business days prior to the filing by the Company with the Commission of any registration statement with respect thereto)date such Registration Statement is filed. Such notice (a “Piggyback Notice”) Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities as each such notified Holder may request, subject to the conditions set forth herein, and shall specify, at a minimumto the extent then known, the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statement with the CommissionRegistration Statement, the any proposed means of distribution of such securities, and the any proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Piggyback Notice is received by Registration Statement shall so advise the Company in writing (such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (written notice from any such Persons as described in (i) and (ii) above, each, Holder being a “Piggyback SellerNotice”) (not later than seven business days after the date on which written request shall specify such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities then presently intended that such Holder desires to be disposed have offered and sold pursuant to such Registration Statement. Upon the request of by such Piggyback Seller), the Company, subject the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 5.2 at any time prior to the terms sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 5.2 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and conditions of arrangements required by this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject If, at any time prior to the terms expiration of the Registration Period, a Registration Statement is not effective with respect to all of the Registrable Securities and conditions hereof, whenever the Company proposes decides to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, then the Company shall will promptly give the Stockholders prompt Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities requested by such Investors to be included therein (but excluding any Registrable Securities previously included in a Registration Statement). This requirement does not less than 5 days prior apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to the filing by Company in writing within 15 days after receipt from the Company with of notice of such pending registration. If the Commission registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of any registration statement with respect thereto)the above-described written notice. Such notice In that event, if the managing underwriter(s) of the public offering impose a limitation (which may be a “Piggyback Notice”complete exclusion) shall specify, at a minimum, on the number of equity securities proposed shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of effect an orderly public distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify reduce the number of Registrable Securities then presently intended to securities which could be disposed of sold by such Piggyback Seller), the Company, subject then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Investors have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled pro rata inclusion with the Registrable Securities. If any Investor or other person does not agree to the terms and conditions of such underwriting or otherwise fails to comply with the terms of this Agreement, such Investor or other person shall use its commercially reasonable efforts to cause all such be excluded therefrom upon written notice from the Company or underwriter. Any Registrable Securities held by Piggyback Sellers with respect to which the Company has received or other securities excluded or withdrawn from such written requests for inclusion to underwriting shall be included in withdrawn from such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationregistration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company FS shall give the Stockholders prompt written notice thereof (but not less than 5 notify Belknap at least 15 days prior to the filing by the Company with the Commission of any registration xxxxxxxnt under the Securities Act for a public offering of securities of FS (including, but not limited to, registration statements relating to secondary offerings of securities of FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford Belknap an opportunity to include in such registration statement with respect thereto)xxx xx part of the Registrable Securities held by Belknap; provided, that (x) no such notice shall be required, and xxxx Xection 2.2 shall not be applicable, at any time when a registration statement filed under Section 2.1 is effective. 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, offer Belknap the opportunity to register such number of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons Registrable Sexxxxxxxs as described in (i) he may request and (ii) describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering and, if so, the identity of the managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of underwriting discount reasonably expected to be incurred in connection therewith). If Belknap desires to include in any such registration statement all xx xxxt of the Registrable Securities held by him, he shall, within 15 days after receipt of the above-described notice from FS, each, a “Piggyback Seller”) (which written request so notify FS in writing. Such notice shall specify state the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written Belknap requests for inclusion to be included in such Piggyback Registration on registration and his intexxxx xxthod of disposition of the same Registrable Securities. If Belknap decides not to include all or any part of his Registrable Xxxxxxties in any registration statement filed by FS, he 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 FS, all upon the terms and conditions as set forth herein. In addition, inclusion of any part of the Company’s equity securities being sold Registrable Securities in such Piggyback Registrationa registration pursuant to this Section 2.2(a) shall not affect Belknap's rights under Section 2.1.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at a minimumleast ten (10) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than ten (10) Business Days after the number filing of equity securities proposed the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least ten (10) Business Days prior to be registered, the proposed date of filing of such registration statement with statement). Notwithstanding the Commissionforegoing, the proposed means Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of distribution and such notice have the proposed managing underwriter or underwriters (same amount of time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within ten (10) Business Days following the date receipt of any such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.2(f), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such Piggyback Registration offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same terms day and conditions such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the Company’s equity securities being sold date it commences); provided, however, that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event an Investor Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, (1) the Additional Investors shall have no right to notice of or to participate in such Piggyback RegistrationUnderwritten Block Trade following the Restricted Period and (2) any other Holder who does not constitute an Investor Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time.

Piggyback Registrations. (a) Subject to If at any time after the terms and conditions hereof16-month anniversary of the Closing, whenever the Company proposes to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 S-8, or any successor forms thereto) (each, a “Piggyback Registration”or similar forms), whether or any shares pursuant to a Demand Registration under Section 2.2, in a manner that would permit registration of Registrable Securities for its own account or for sale to the account of otherspublic under the Securities Act, the Company shall will each such time promptly give the Stockholders prompt written notice thereof (but not less than 5 days prior to all Shareholders who beneficially own any Registrable Securities of its intention to do so, of the filing registration form of the SEC that has been selected by the Company with and of such holders’ rights under this Section 2 (the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, subject to the terms and conditions of this Agreement, shall The Company will use its commercially reasonable efforts to include, and to cause all such Registrable Securities held by Piggyback Sellers with respect the underwriter or underwriters to which include, if underwriters are involved, in the Company has received such written requests for inclusion to be included in such Piggyback Registration proposed offering, on the same terms and conditions as the Company’s securities of the Company or other Shareholders included in such offering, all Registrable Securities that the Company has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration pursuant to this Section 2.1, a “Piggyback Registration”); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities (or, in the case of a Demand Registration, where Xxxxxxxxx so determines), the Company may, at its election (or, in the case of a Demand Registration, where Xxxxxxxxx so determines, the Company shall), give written notice of such determination to all Shareholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by the Company to delay registration of its equity securities (or, in the case of a Demand Registration, if Xxxxxxxxx so determines), the Company shall be permitted to (or, in the case of a Demand Registration where Xxxxxxxxx, so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations under Section 2.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 2.1, all Shareholders proposing to distribute their securities pursuant to this Section 2.1 shall, at the request of the Company (or, in the case of a Demand Registration, at the request of Xxxxxxxxx), enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, the Company shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by a Shareholder if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Shareholder without registration under Rule 144 under the Securities Act, with such sale not being sold in such Piggyback Registrationlimited by either the timing or volume restrictions thereunder.

Piggyback Registrations. (a) Subject The Company shall use its best efforts to the terms and conditions hereof, whenever the Company proposes to register notify all Holders of Registrable Securities in writing at least twenty (20) days before filing any of its equity securities registration statement under the Securities Act (other than for purposes of effecting a registration public offering by the Company on a of securities of the Company (excluding registration statement on Form S-4 statements relating to any employee benefit plan or a registration statement on Form S-8 or any successor forms theretocorporate reorganization) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior and will afford each such Holder an opportunity to the filing by the Company with the Commission 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 include in such registration statement with all or any part of the CommissionRegistrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, the proposed means of distribution and the proposed managing underwriter or underwriters within ten (if any and if known). Upon the written request (i10) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board receipt of the filing above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended such Holder wishes to be disposed include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement filed by such Piggyback Seller), the Company, subject 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 its securities, all upon the terms and conditions of this Agreement, shall use its commercially reasonable efforts set forth herein. The Holders' rights to cause all such include any Registrable Securities held by Piggyback Sellers with respect in any offering under this Section are subject in all events to which the Company has received ability of the managing underwriter for such written requests for inclusion offering (or, if there is no underwriter, then the Company) to exclude some or all of the Registrable Securities requested to be included registered on the basis of a good faith determination that inclusion of such securities might adversely affect the success of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to sell Registrable Securities in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationregistration.

Piggyback Registrations. If at any time after 180 days from the date ----------------------- of this Agreement the Company proposes to file a registration statement covering proposed sales by it or any of its shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for sale to the public (other than a registration statement (i) covering only shares issuable upon (a) Subject the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, or (b) the terms exercise of a convertible security, or (ii) under a Registration Statement filed on Form S-4 or S-8 or any similar form under the Act or (iii) pursuant to Section 2, below), the Company will give prompt notice to Holder of such proposed registration (which notice shall describe the proposed filing date and conditions hereofthe date by which the registration rights granted pursuant to this Section 1 must be exercised, whenever the nature and method of any such sale or disposition of securities and shall include a listing of the jurisdictions, if any, in which the Company proposes to register any of its equity or qualify the securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 applicable state securities or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account "Blue Sky" laws of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect theretosuch jurisdictions). Such notice At the request of Holder given within thirty (a “Piggyback Notice”30) shall specify, at a minimum, calendar days after the number of equity securities proposed to be registered, the proposed date of filing receipt of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required notice by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) Holder (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written shares Holder requests for inclusion to be included in such Piggyback Registration on registration), the Company will use its best efforts to cause all shares as to which registration has been requested by Holder to be included in such registration statement for sale or disposition in accordance with the method described in the initial notice given to Holder and subject to the same terms and conditions as the Company’s equity securities other shares of capital stock being sold, and thereafter shall cause such registration statement to be filed and become effective; provided, however, that the Company shall be permitted to (A) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to Holder shall be relieved of all of its obligations under this Section 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the offering of the shares is an underwritten offering and to the extent that, in the judgment of the managing underwriter of the offering, the inclusion of such shares would be materially detrimental to the offering of the remaining shares of capital stock, or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall be excluded pro rata based on the total number of shares of capital stock being sold in such Piggyback Registrationby all selling security holders (other than the Company).

Piggyback Registrations. (a) Subject At any time prior to the terms and conditions hereofexpiration of the Registration Period, whenever if a Registration Statement under Section 2.1 is not effective with respect to all of the Registrable Securities that the Company proposes is obligated to register on the Registration Statement and the Company decides to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether Common Shares for its own account or for the account of others, then the Company will promptly give the Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities requested by such Investors to be included therein. This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents (relating to equity securities to be issued in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit or director plans) or to Registration Statements that would otherwise not permit the registration of resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 calendar days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, then the Company will so advise the Investors as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of Common Shares that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 include in such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required first, the Registrable Securities requested by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion Investors to be included in such Piggyback Registration offering, pro rata among the holders of such Registrable Securities on the same terms basis of the number of shares requested to be included by each such holder, (ii) second, the securities desired to be sold pursuant to such Registration Statement by the shareholder or shareholders that are requiring the Company pursuant to a contractual registration right to file such Registration Statement, if any, and conditions as (iii) third, the Company’s equity securities being sold in such Piggyback Registrationthe Company proposes to sell.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration by (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company on pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement Registration Statement on Form S-4 (or similar form that relates to a registration statement on Form S-8 transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (each, iv) that is a “Piggyback Registration”Demand Registration or Shelf Takedown hereunder), whether for its own account or for the account of othersone or more stockholders of the Company (a “Piggyback Registration”), the Company shall give the Stockholders prompt written notice thereof to each Sxxxx Family Stockholder of its intention to effect such a registration (but not in no event less than 5 ten (10) days prior to the filing by the Company with the Commission 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 Commissionapplicable Registration Statement, or, in the case of a previously effective Registration Statement, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (iapplicable prospectus supplement) if a Piggyback Notice is required by this paragraphand, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (isubject to Section 4.4(b) and (ii) aboveSection 4.4(c), each, a “Piggyback Seller”) (which written request shall specify the include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities then presently intended requested to be disposed of sold in such offering by such Sxxxx Family Stockholder for the account of such Sxxxx Family Stockholder, provided that the Company has received a written request for inclusion therein from such Sxxxx Family Stockholder no later than three (3) days after the date on which the Company has given notice of the Piggyback SellerRegistration to Sxxxx Family Stockholders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion, subject to any other contractual obligations between the Company and any other holders of Equity Securities with respect to such Piggyback Registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the CompanySxxxx Family Stockholders shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the terms and conditions of this Agreementsame limitations that are applicable to any other Piggyback Registration as set forth above. A Sxxxx Family Stockholder may, shall use by written notice to the Company, withdraw its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such from a Piggyback Registration on at any time prior to the same terms and conditions as effectiveness of the Company’s equity securities being sold in such Piggyback Registrationapplicable Registration Statement.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any Equity Securities of its equity securities the Company under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 F-4 or S-4, as applicable, (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 (z) pursuant to Section 4.1) or (ii) proposes to effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders Shareholders prompt written notice thereof (but not less than 5 days [***] Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of equity securities Equity Securities of the Company proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a StockholderShareholder, given within 5 days (A) [***] Business Days, in the case of any Block Trade Offering, or (B) [***] Business Days, in the case of any other offering, after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, eachPerson, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities Equity Securities of the Company being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject The Company shall notify the Investor in writing at least five (5) days prior to the terms and conditions hereof, whenever the Company proposes to register filing any of its equity securities Registration Statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including Registration Statements relating to primary offerings of securities for the Company’s own account and secondary offerings of securities for the account of other than proposed sellers, but excluding Registration Statements filed under Section 2.2 of this Agreement or relating to any employee benefit plan or a registration corporate reorganization), and shall afford the Investor an opportunity to include in such Registration Statement all or any part of the Registrable Securities then held by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) Investor (each, a “Piggyback Registration”), whether for its own account or for . If the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior Investor desires to the filing by the Company with the Commission of include in 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholderall or any part of the Registrable Securities held by it, it shall within 5 five (5) days after receipt of the above-described notice from the Company, so notify the Company in writing and in such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request notice shall specify inform the Company of the number of Registrable Securities then presently intended that the Investor wishes to be disposed of by include in such Piggyback Seller)Registration. Upon receipt of the notice from the Investor requesting that all or any part of its Registrable Securities are included in a Piggyback Registration, the Company, subject to the terms and conditions of this Agreement, Company shall use its commercially reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers the Investor with respect to which the Company has received such written requests request for inclusion inclusion, to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration. If the Investor decides not to include all of its Registrable Securities in any Piggyback Registration thereafter filed by the Company, the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration by (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company on pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement Registration Statement on Form S-4 (or similar form that relates to a registration statement on Form S-8 transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto) or (each, a “Piggyback Registration”iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of othersone or more shareholders of the Company (other than the Holders of Registrable Securities) (a “Piggyback Registration”), the Company shall give the Stockholders prompt written notice thereof to each Holder of Registrable Securities of its intention to effect such a registration (but not in no event less than 5 days ten (10) Business Days prior to the filing by the Company with the Commission 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 Commissionapplicable Registration Statement and, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (isubject to Section 7(b) and (ii) aboveSection 7(c), each, a “Piggyback Seller”) (which written request shall specify the include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities then presently intended requested to be disposed of sold in such offering by such Holder for the account of such Holder; provided, that the Company has received a written request for inclusion therein from such Holder no later than five (5) Business Days after the date on which the Company has given notice of the Piggyback SellerRegistration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the CompanyHolders of Registrable Securities shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts same limitations that are applicable to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such any other Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationset forth above.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other holder of Common Stock under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof of its intention to do so to each of the Holders of record of Registrable Securities, at least five (but not less than 5 days 5) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, under the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) Securities Act (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(b), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Each Holder agrees to treat as confidential the receipt of the piggyback registration notice and shall not disclose or use the information contained in such Piggyback Registration on notice without the same terms and conditions prior written consent of the Company until such time as the Company’s equity securities being sold information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in such Piggyback Registrationbreach of the terms of this Agreement.

Piggyback Registrations. Without limiting any obligation of the Partnership hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Partnership shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act (aan “Offering”) Subject to the terms and conditions hereof, whenever the Company proposes to register of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Partnership’s unit option or other employee benefit plans), then the Partnership shall deliver to the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Holder shall so request in writing, the Partnership shall include in such registration statement on Form S-8 all or any successor forms theretopart of such Registrable Securities the Holder requests to be registered; provided, however, the Partnership shall not be required to register any Registrable Securities pursuant to this Section 2(e) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (each, a “Piggyback Registration”or Rule 144(i)(2), whether for its own account if applicable) or for that are the account subject of othersa then-effective Registration Statement. If, in connection with an Offering, the Company primary managing underwriter of such Offering shall give advise the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyPartnership that, at a minimumin its reasonable opinion, the number of equity securities requested and otherwise proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on Offering exceeds the same terms and conditions as the Company’s equity securities being number which can be sold in such Piggyback Registrationoffering without an adverse effect on the price, timing or distribution of the securities to be offered (an “Adverse Effect”), then the Partnership shall include in such Offering the number of Common Units that such primary managing underwriter advises the Partnership can be sold without having such Adverse Effect, with such number to be allocated (i) first to the Partnership and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such primary managing underwriter, can be sold without having such Adverse Effect.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If at any time the Company proposes intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act in connection with a public offering of any securities of the Company (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any Form S-4 or their successor forms thereto) (each, a “Piggyback Registration”forms), whether for its own account or for the account of others, then the Company shall give the Stockholders prompt written notice thereof of such intention (but an “Intended Offering Notice”) to Vivendi and to each other Holder (provided the Company shall not less be obligated to provide an Intended Offering Notice to any person (other than 5 Vivendi and its Controlled Affiliates) unless Vivendi or one of its Controlled Affiliates has provided written notice to the Company that such other person qualifies as a “Holder” as provided in this Agreement) at least 10 business days prior to the filing by the Company with the Commission of any registration statement with respect thereto)date such Registration Statement is filed. Such notice (a “Piggyback Notice”) Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities as each such notified Holder may request, subject to the conditions set forth herein, and shall specify, at a minimumto the extent then known, the number and class of equity securities proposed to be registered, the proposed date of filing of such registration statement with the CommissionRegistration Statement, the any proposed means of distribution of such securities, and the any proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after securities. Any Holder that elects to have its Registrable Securities offered and sold pursuant to such Piggyback Notice is received by Registration Statement shall so advise the Company in writing (such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (written notice from any such Persons as described in (i) and (ii) above, each, Holder being a “Piggyback SellerNotice”) (not later than seven business days after the date on which written request shall specify such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities then presently intended that such Holder desires to be disposed have offered and sold pursuant to such Registration Statement. Upon the request of by such Piggyback Seller), the Company, subject the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 5.2 at any time prior to the terms sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 5.2 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and conditions of arrangements required by this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject If, at any time prior to the terms expiration of the Registration Period, the Registration Statement contemplated in Section 2.1 above is not declared effective with respect to all of the Registrable Securities and conditions hereof, whenever the Company proposes decides to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, then the Company shall will promptly give the Stockholders prompt Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities requested by such Investors to be included therein (but excluding any Registrable Securities previously included in a Registration Statement which has been declared effective and has not less than 5 days prior been withdrawn). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans. Each Investor must give its request for registration under this paragraph to the filing by Company in writing within 15 days after receipt from the Company with of notice of such pending registration. If the Commission registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of any registration statement with respect thereto)the above-described written notice. Such notice (In that event, if the managing underwriter(s) of the public offering impose a “Piggyback Notice”) shall specify, at a minimum, limitation on the number of equity securities proposed shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be registeredobligated to include only such limited portion, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraphany, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 such Investors have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company’s securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has received first excluded all outstanding securities the holders of which are not entitled by right to inclusion of such written requests for inclusion to be included securities in such Piggyback Registration on Statement or are not entitled pro rata inclusion with the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationRegistrable Securities.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so (1) to the Sponsor Investors and Management Investors promptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter), (2) to each of the other Holders of Registrable Securities (other than individuals), at a minimumleast five (5) Business Days prior to the filing of any registration statement under the Securities Act and (3) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the number filing of equity securities proposed the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to be registered, the proposed date of filing of such registration statement with statement). Notwithstanding the Commissionforegoing, the proposed means Company may delay any Piggyback Notice to any Holders of distribution and Registrable Securities, including until after filing a registration statement, so long as all recipients of such notice have the proposed managing underwriter or underwriters (same amount of time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.2(f), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (the “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written requests notice of such Company Shelf Underwriting (the “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be included disposed of by such Holder) within five (5) days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Sponsor Investors (in each case, if such Sponsor Investor is then a Holder of Registrable Securities) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Sponsor Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Sponsor Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Sponsor Investor requests a Company Underwritten Block Trade or an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Management Investor, and no other Investor that is not an Initial Investor or a Permitted Affiliate Transferee of an Initial Investor, shall have any right to notice of or to participate in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationCompany Underwritten Block Trade or Underwritten Block Trade at any time.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (each, a “Piggyback Registration”), whether for its own account or for then the account Company shall deliver to each Investor a written notice of otherssuch determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number or offering statement all or any part of equity securities proposed such Registrable Securities such Investor requests to be registered; provided, the proposed date of filing of such registration statement with the Commissionhowever, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, Company may postpone or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of withdraw the filing or the effectiveness of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (registration statement filed pursuant to this Section 2(g) at any such Persons as described time in (i) its sole discretion and (ii) abovethe Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, eachwithout limitation, a “Piggyback Seller”volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which written request can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall specify include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities then presently intended owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be disposed included therein by holders of by Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Seller)Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the Company, 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 managing underwriter advises the Company has received such written requests for inclusion in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such Piggyback Registration on registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the same terms and conditions as the Company’s equity securities being number of shares of Common Stock which can be sold in such Piggyback Registrationoffering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on file a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”)with respect to its Common Stock, whether for its own account or for the account of othersany Other Holder or Other Holders that have requested such registration (a "Requesting Securityholder"), other than a registration statement or Form S-4 or S-8 (or any successor or substantially similar form) and other than in connection with on employee compensation plan, or securities issued pursuant to any such plan, or a dividend reinvestment plan, then the Company shall in each case give written notice of such proposed filing to the Stockholders prompt written at least twenty (20) days before the anticipated filing date of any such Registration Statement by the Company, and such notice thereof (but not less than 5 days prior shall offer to the filing Stockholders the opportunity to have any or all of the Registrable Securities held by the Stockholders included in such Registration Statement. If any Stockholder desires to have its Registrable Securities registered under this Section 4, it shall so advise the Company with the Commission of any registration statement with respect thereto). Such notice in writing within ten (a “Piggyback Notice”10) 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on days after the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing receipt of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) notice (which written request shall specify set forth the number amount of Registrable Securities then presently intended to be disposed of by such Piggyback Sellerfor which registration is requested), and the Company, subject to the terms and conditions of this Agreement, Company shall use its commercially reasonable efforts to cause include in such Registration Statement all such Registrable Securities held by Piggyback Sellers with respect so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company that the total amount of Common Stock which the Stockholders, the Company has received such written requests for inclusion and any other Persons intended to be included in such Piggyback Registration on proposed public offering is sufficiently large to adversely affect the same terms success of such proposed public offering, then the number of shares of Common Stock to be offered for the accounts of the Stockholders and conditions as the Company’s equity Other Holders shall be reduced pro rata, based upon the aggregate number of securities being sold to be offered for the accounts of the Stockholders and all Other Holders (except the Company and the Requesting Securityholder) intended to be included in such Piggyback Registrationoffering, to the extent necessary to reduce the total number of securities to be included in such proposed public offering to the number recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced. Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a Registration Statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without any liability or obligation to any Stockholder.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersthe Company or the account of any securityholder of the Company) and the form of registration statement to be used permits the registration of Registrable Securities, the Company shall give the Stockholders prompt written notice thereof to each Holder of Registrable Securities (but which notice shall be given not less than 5 days 10 Business Days prior to the anticipated filing by date), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company with in writing (stating the Commission number of shares desired to be registered) within five Business Days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement with respect thereto)pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Such notice (a “Piggyback Notice”Subject to Section 2.2(b) shall specify, at a minimumbelow, the number Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, the proposed date any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, subject to the terms and conditions Section 2.1 of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company Whenever Parent proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration by the Company (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement Registration Statement on Form S-4 (or similar form that relates to a registration statement on Form S-8 transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (each, iv) that is a “Piggyback Registration”Demand Registration or Shelf Takedown hereunder), whether for its own account or for the account of others, one or more stockholders of Parent (other than the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission Holders of any registration statement with respect thereto). Such notice Registrable Securities) (a “Piggyback NoticeRegistration”), Parent shall give prompt written notice to each Holder of Registrable Securities of its intention to effect such a registration (but in no event less than twenty (20) shall specify, at a minimum, the number of equity securities proposed days prior to be registered, the proposed date of filing of such registration statement with the Commissionapplicable Registration Statement) and, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (isubject to Sections 5(b) and (ii) above5(c), each, a “Piggyback Seller”) (which written request shall specify the include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities then presently intended requested to be disposed of sold in such offering by such Holder for the account of such Holder, provided that Parent has received a written request for inclusion therein from such Holder no later than fifteen (15) days after the date on which Parent has given notice of the Piggyback SellerRegistration to Holders. Parent may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion, subject to any other contractual obligations between Parent and any other holders of Equity Securities with respect to such Piggyback Registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the CompanyHolders of Registrable Securities shall be notified by Parent of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the terms and conditions of this Agreementsame limitations that are applicable to any other Piggyback Registration as set forth above. A Holder may, shall use by written notice to Parent, withdraw its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such from a Piggyback Registration on at any time prior to the same terms and conditions as effectiveness of the Company’s equity securities being sold in such Piggyback Registrationapplicable Registration Statement.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other stockholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar or successor forms), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so to the Other Investors, at a minimumpromptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter). Notwithstanding the foregoing, the number of equity securities proposed to be registeredCompany may delay any Piggyback Notice, the proposed date of including until after filing a registration statement, so long as all recipients of such registration statement with notice have the Commission, the proposed means same amount of distribution and the proposed managing underwriter or underwriters (time to determine whether to participate in an offering as they would have had if any and if known)such notice had not been so delayed. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder in such registration and the intended method of sale or distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.2(f), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of sale or distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes to sell any of its equity securities for its own account in an underwritten offering pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written requests notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of record of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be included disposed of by such Holder in such Piggyback Registration on offering) within five (5) days following the same terms and conditions as receipt of the Company’s Company Shelf Notice. If a Major Investor proposes to sell any of its Registrable Securities in a Shelf Underwriting, then the provisions set forth in Section 2.1(e) shall apply to such Shelf Underwriting. Notwithstanding the foregoing, (x) if the Company wishes to sell any of its equity securities being sold for its own account in an Underwritten Block Trade (a “Company Underwritten Block Trade”) pursuant to a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, the Company only needs to notify (a “Company Underwritten Block Trade Notice”) the Major Investors (in each case, if such Major Investor is then a Holder of (i) Shelf Registrable Securities or (ii) Registrable Securities that may be added to such Shelf Registration Statement through the filing of a prospectus supplement) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Major Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Major Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company proposes to effect a Company Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Holder that is not a Major Investor shall have any right to notice of or to participate in such Piggyback RegistrationCompany Underwritten Block Trade at any time. The Company shall, at the request of any Major Investor requesting to participate in a Company Shelf Underwriting or Company Underwritten Block Trade, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendment and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Major Investors or any other Participating Holder of Shelf Registrable Securities to effect such Company Shelf Underwriting or Company Underwritten Block Trade, as applicable.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than 5 five days prior to the filing by the Company with the Commission of any registration statement with respect thereto), provided, however, that no notice shall be required so long as the Stockholders, together, have Beneficial Ownership of at least 40% of the Voting Power of the Company. 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 five days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder (including its obligations under Section 2(g)) or under the Note Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms thereto) (each, a “Piggyback Registration”acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), whether for its own account or for then the account Company shall deliver to each Investor a written notice of otherssuch determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, that, for the Stockholders prompt written notice thereof purposes of clarity, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(f) that are eligible for resale pursuant to Rule 144 without restriction (but not less than 5 days prior including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. Notwithstanding anything else to the filing by contrary in this Section 2(f), if the Registration Statement is in the form of an underwritten offering and the managing underwriter(s) advise the Company that the dollar amount or number of Registrable Securities, taken together with all of the Commission other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of any registration statement with respect theretosecurities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”). Such notice (a “Piggyback Notice”) , then the Company shall specify, at a minimumlimit the securities to be included on such Registration Statement to: first, the number of equity securities proposed which the Company desires to be registeredsell for itself without exceeding the Maximum Number of Securities; and second, the proposed date of filing of such securities (including Registrable Securities) for which registration statement has been requested pursuant to written contractual piggy-back registration rights, pro rata in accordance with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by securities that each such Piggyback Seller), the Company, 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 Company person has received such written requests for inclusion to requested be included in such Piggyback Registration on registration regardless of the same terms and conditions as number of securities held by each such person, that can be sold without exceeding the Company’s equity securities being sold in such Piggyback RegistrationMaximum Number of Securities.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes to register any of its equity securities file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (other than (i) a registration by Registration under Section 2.01, (ii) a Registration pursuant to a Registration Statement on Form X-0, X-0 or F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) a Registration in which the only Company Shares being registered are Company Shares issuable upon conversion of debt securities that are also being registered) (a “Company Public Sale”), then, as soon as practicable, but in any event not less than ten (10) Business Days prior to the proposed date of filing such Registration Statement, the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (each, a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.02(b) and Section 2.02(c), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 include in a Registration Statement with respect to which the a Company has received such written requests for inclusion Public Sale all Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration on of the Company Public Sale, the Company may, at its election, give written notice of such determination to each such Holder and, thereupon, (x) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same terms and conditions period as the delay in Registering such other Company Shares in the Company Public Sale. No Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, the Company’s equity securities being sold filing of a Shelf Registration Statement shall not be deemed to be a Company Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of Company Shares for its own account and/or for the account of any other Persons will be a Company Public Sale unless such offering qualifies for an exemption from the Company Public Sale definition in such Piggyback Registrationthis Section 2.02(a).

Piggyback Registrations. Without limiting any obligation of the Company, any time during the Demand Registration Period, if (ai) Subject there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the terms Registrable Securities; (ii) the Demand Registration Conditions have been satisfied; and conditions hereof, whenever (iii) the Company proposes shall determine to register any of its equity securities under prepare and file with the Securities Act (other than a registration by the Company on Commission a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether relating to an offering for its own account or for the account of othersothers (including pursuant to any Existing Registration Rights Agreement) under the Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or F-4, Form F-3D or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans, or a dividend reinvestment or similar plan or rights offering), then the Company shall deliver to each Holder a written notice of such determination and, if within five (5) Business Days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 include in such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter all or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date part of such Piggyback Notice is a Stockholder, given within 5 days after Registrable Securities that such Piggyback Notice is received by such Person, or Holder requests to be registered (ii) if no Piggyback Notice is required by this paragraph, of any Person that on subject to the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons same procedural requirements and underwriter cut-back limitations as described referred to in (iSection 2(d)(v) and (ii) abovevi), eachmutatis mutandis); provided, a “Piggyback Seller”) (which written request however, the Company shall specify the number of not be required to register any Registrable Securities then presently intended pursuant to this Section 2(e) that are the subject of a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Shares or securities that are convertible into its Common Shares that are senior to the rights of the Holders set forth in this Section 2(e). It is understood and agreed that the piggyback registration rights set forth in this Agreement shall be disposed deemed to rank equally with the piggyback registration rights in the Existing Registration Rights Agreements, and all holders of by registrable securities under such Piggyback Seller), Existing Registration Rights Agreements that seek to exercise piggyback registration rights thereunder shall be treated equally with the Company, Holders that seek to exercise piggyback registration rights under this Agreement for purposes of participation in any such registration (subject to the terms and conditions Section 3(l) of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration).

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersthe Company or the account of any Existing Holder) and the form of registration statement to be used permits the registration of Registrable Securities, the Company shall give the Stockholders prompt written notice thereof to each Holder of Registrable Securities (but which notice shall be given not less than 5 30 days prior to the anticipated filing by date or two Business Days in the case of an Overnight Underwritten Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company with in writing (stating the Commission number of shares desired to be registered) within 20 days (or one Business Day in the case of an Overnight Underwritten Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement with respect thereto)pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Such notice (a “Piggyback Notice”Subject to Section 2.2(b) shall specify, at a minimumbelow, the number Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. For the avoidance of doubt, the proposed date any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, subject to the terms and conditions Section 2.1 of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days of its intention to do so at least five Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, under the number of equity securities proposed Securities Act to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)each Holder. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or Holder (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback SellerRequest”) ), made within five days following the receipt of any such written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, which such Holders have so requested the registration thereof, to be registered under the Securities held Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by Piggyback Sellers such Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section Error! Reference source not found. shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if the THL Party or the Advent Party wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then such Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the THL Party or the Advent Party that did not initiate the Block Trade. Such Holder must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including cooperating with the Participating Holders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three Business Days after the date it commences), provided the Holder requesting such Block Trade shall use commercially reasonable efforts to work with the Company has received and the underwriters prior to making such written requests for inclusion request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. For the avoidance of doubt, the Management Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be included used in connection with such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationBlock Trade.

Piggyback Registrations. (a) Subject The Company shall notify all Holders of Registrable Securities in writing at least ten (10) days prior to the terms and conditions hereof, whenever the Company proposes to register filing any of its equity securities registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (other than including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (A) a registration by relating solely to the sale of securities to employees of the Company pursuant to an employee benefit plan of the Company; (B) a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act; (C) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement on Form S-4 covering the sale of the Registrable Securities; or (D) a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered), whether for its own account or for the account of others, the Company and shall give the Stockholders prompt written notice thereof (but not less than 5 days prior afford each such Holder an opportunity to the filing by the Company with the Commission 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 include in such registration statement with all or any part of the Commission, Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the proposed means of distribution and the proposed managing underwriter or underwriters Registrable Securities held by it shall within five (if any and if known). Upon the written request (i5) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board receipt of the filing above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended such Holder wishes to be disposed include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by such Piggyback Seller), the Company, subject 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 its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of this Agreement, shall use its commercially reasonable efforts such registration whether or not any Holder has elected to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included include securities in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationregistration.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 any Common Stock or any successor forms thereto) (each, a “Piggyback Registration”)security convertible into or exchangeable or exercisable for Common Stock, whether or not for sale for its own account or and other than pursuant to a “Demand Registration” as defined in and pursuant to the Marquee Stockholders Agreement, on a form and in a manner which would permit registration of the Common Stock held by the Management Stockholders for sale to the account of otherspublic under the Securities Act, the Company shall give the Stockholders prompt written notice thereof of the proposed registration to each Management Stockholder not later than thirty (but not less than 5 30) days prior to the filing by thereof. Each Management Stockholder shall have the Company with the Commission of right to request that all or 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 part of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Management Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to ’s Restricted Shares be included in such Piggyback Registration on registration. Each Management Stockholder can make such a request by giving written notice to the same terms and conditions as Company within ten (10) Business Days after the receipt of the Company’s equity notice of the proposed registration; provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities being of the Company which the Company, the Investors and all Management Stockholders propose to be sold in such Piggyback Registrationregistration exceeds the maximum amount of securities that can be sold in such offering without having a material adverse effect on the success of the offering, including without limitation an impact on the selling price and other terms of such offering, the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters can be sold without having a material adverse effect on the success of the offering as follows: first, the securities which the Company proposes to sell; second, the securities of the Investors (and their Permitted Transferees); and third, the securities of the Management Stockholders pro rata among all such Management Stockholders on the basis of the relative percentage of such securities then held by all Management Stockholders who have requested such securities be so included (it being further agreed and understood, however, that such underwriters shall have the right to reduce or eliminate entirely the participation of the Management Stockholders). Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Management Stockholders shall be sold to the prospective underwriters, selected by the holders of a majority of Common Stock to which such registration statement relates and approved by the Company, on the terms and subject to the conditions of one or more underwriting agreements negotiated between the holders of Common Stock to which such registration statement relates, the Company and the prospective underwriters. The Company may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Management Stockholder.

Piggyback Registrations. (a) Subject to On and after the terms Conversion Date (as defined in the Series A Preferred Articles Supplementary), so long as the Investor and conditions hereofits Affiliates hold at least 50% of the Registrable Shares, whenever if the Company proposes to register any of its equity securities under the Securities Act any of its common equity securities with an expected aggregate offering price to the public of at least $100 million (other than a registration by the Company on pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or a registration statement on Form S-8 or any successor forms theretoform, or (iii) (eachan offering of securities in connection with an employee benefit, a “Piggyback Registration”)share dividend, whether for its own account share ownership or dividend reinvestment plan) and the registration form to be used may be used for the account registration of othersRegistrable Shares, the Company shall will give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number all Holders of Registrable Securities then presently intended Shares of its intention to be disposed of by effect such Piggyback Seller), the Companya registration (each a "PIGGYBACK NOTICE") and, subject to subparagraph 3(c) below, the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause Company will include in such registration all such Registrable Securities held by Piggyback Sellers Shares with respect to which the Company has received such written requests for inclusion to be included in such therein within ten days after the date of sending the Piggyback Notice (a "PIGGYBACK REGISTRATION"), unless, if the Piggyback Registration on is not an underwritten offering, the same terms and conditions as Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Shares would adversely interfere with such offering, affect the Company’s equity 's securities being sold in the public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such Piggyback Registrationregistration in its sole discretion.

Piggyback Registrations. (a) Subject to On and after the terms Conversion Date (as defined in the Series B Preferred Articles Supplementary), so long as the Investor and conditions hereofits Affiliates hold at least 50% of the Registrable Shares, whenever if the Company proposes to register any of its equity securities under the Securities Act any of its common equity securities with an expected aggregate offering price to the public of at least $100 million (other than a registration by the Company on pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or a registration statement on Form S-8 or any successor forms theretoform, or (iii) (eachan offering of securities in connection with an employee benefit, a “Piggyback Registration”)share dividend, whether for its own account share ownership or dividend reinvestment plan) and the registration form to be used may be used for the account registration of othersRegistrable Shares, the Company shall will give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number all Holders of Registrable Securities then presently intended Shares of its intention to be disposed of by effect such Piggyback Seller), the Companya registration (each a "PIGGYBACK NOTICE") and, subject to subparagraph 3(c) below, the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause Company will include in such registration all such Registrable Securities held by Piggyback Sellers Shares with respect to which the Company has received such written requests for inclusion to be included in such therein within ten days after the date of sending the Piggyback Notice (a "PIGGYBACK REGISTRATION"), unless, if the Piggyback Registration on is not an underwritten offering, the same terms and conditions as Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Shares would adversely interfere with such offering, affect the Company’s equity 's securities being sold in the public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such Piggyback Registrationregistration in its sole discretion.

Piggyback Registrations. (a) Subject to If, at any time when there are Registrable Securities then outstanding there is not an effective Registration Statement covering all of the terms and conditions hereofRegistrable Securities, whenever the Company proposes to register under the Securities Act any of its equity securities securities, whether or not for sale for its own account, on a form and in a manner which would permit registration of the Registrable Securities held by a Holder for sale to the public under the Securities Act (other than a including, but not limited to, registration by statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form N-14 (or any successor or substantially similar form), (ii) otherwise relating to any corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”covering the resale of the Registrable Securities), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof of the proposed registration to each Holder not later than ten (but not less than 5 10) calendar days prior to the filing by thereof. Each Holder shall have the Company with the Commission right to request that all or any part 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of its Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration registration. Each Holder can make such a request by giving written notice to the Company within five (5) calendar days after the receipt of such notice by the Holders; provided, however, that if the registration is an Underwritten Offering and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all Holders propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the same success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities that the Company proposes to sell, second, the Registrable Securities of such Holders, pro rata among all such Holders on the basis of the relative percentage of Registrable Securities owned by all Holders who have requested that securities owned by them be so included (it being further agreed and conditions as understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Holders), and third, the comparable securities of any additional holders of the Company’s equity securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them. Registrable Securities proposed to be registered and sold pursuant to an Underwritten Offering for the account of any Holder shall be sold to the prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Holder who holds Registrable Securities being sold registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such Piggyback Registrationunderwriting agreement. The Company may withdraw any registration statement under this Section 3 at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Holder.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If at any time the Company proposes to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 S-8, or any successor forms thereto) (each, a “Piggyback Registration”or similar forms), whether or any shares of Common Stock held by GSCP pursuant to Section 3.1(b), in a manner that would permit registration of Registrable Securities for its own account or for sale to the account of otherspublic under the Securities Act and in an underwritten offering, the Company shall will each such time promptly give the Stockholders prompt written notice thereof (but not less than 5 days prior to all Stockholders who beneficially own any Registrable Securities of its intention to do so, of the filing registration form of the SEC that has been selected by the Company with and of such holders' rights under this Section 3.1 (the Commission of any registration statement with respect thereto"Piggyback Notice"). Such notice (a “Piggyback Notice”) shall specifyThe Company will use its reasonable best efforts to include, at a minimum, and to cause the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon to include, in the written request (i) if a Piggyback Notice is required by this paragraphproposed offering, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1(a), a "Piggyback Registration"); provided, however, that (i) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities (or, in the case of a Demand Registration (as defined below), GSCP so determines), the Company may, at its election (or, in the case of a Demand Registration where GSCP so determines, the Company shall), give written notice of such determination to all Stockholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by the Company to delay registration of its equity securities (or, in the case of a Demand Registration, GSCP so determines), the Company shall be permitted to (or, in the case of a Demand Registration where GSCP so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations under Section 3.1(b)). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1(a), all Stockholders proposing to distribute their securities pursuant to this Section 3.1(a) shall, at the request of the Company (or, in the case of a Demand Registration, GSCP), enter into an agreement in customary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected by GSCP). Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by a Management Investor if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Management Investor without registration under Rule 144 under the Securities Act, with such sale not being sold in such Piggyback Registrationlimited by the volume restrictions thereunder.

Piggyback Registrations. (a) Subject At any time after the 180th day after the date of the closing of the initial public offering by the Company of the Common Stock, so long as the Investors and their Affiliates hold at least 25% of the Registrable Stock originally issued pursuant to the terms and conditions hereofPurchase Agreement, whenever if the Company proposes to register any of its common equity securities or any securities convertible into its common equity securities under the Securities Act (other than a registration by the Company on pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or a registration statement on Form S-8 or any successor forms theretoform, or (iii) (eachan offering of securities in connection with an employee benefit, a “Piggyback Registration”)share dividend, whether for its own account share ownership or dividend reinvestment plan) and the registration form to be used may be used for the account registration of othersRegistrable Stock, the Company shall will give the Stockholders prompt written notice thereof to all holders of Registrable Stock of its intention to effect such a registration (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (each 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Companyand, subject to subparagraph 3(c) below, the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause Company will include in such registration all such Registrable Securities held by Piggyback Sellers Stock with respect to which the Company has received such written requests for inclusion to be included in such therein within ten days after the date of sending the Piggyback Notice (a "Piggyback Registration"), unless, if the Piggyback Registration on is not an underwritten offering, the same terms and conditions as Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration the managing underwriters advise the Company that, the inclusion of Registrable Stock would adversely interfere with such offering, affect the Company’s equity 's securities being sold in the public markets or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such Piggyback Registrationregistration in its sole discretion.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any of its equity securities file or publish a Registration Statement under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or Act, respectively, with respect to any successor forms thereto) (each, a “Piggyback Registration”), whether offering of its securities for its own account or for the account of othersany other Persons (other than (i) a registration under Section 2.1 or (ii) a registration on Form S-4, F-4 or S-8 or any similar or successor form to such Forms (such registration pursuant to clause (ii), a “Company Sale”)), then, as soon as practicable (but in no event less than 15 business days prior to the proposed date of filing or publishing, as the case may be, such Registration Statement), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior of such proposed filing to all Holders of Registrable Securities and such notice shall offer the filing by Holders of such Registrable Securities the Company with the Commission opportunity, subject to Section 2.3, to register under such Registration Statement such number of any registration statement with respect thereto). Such notice Registrable Securities as each such Holder may request in writing (a “Piggyback NoticeRegistration”) ). Pursuant and subject to Section 2.3, the Company shall specifyinclude in such Registration Statement all such Registrable Securities which are requested to be included therein within 21 days after the receipt by such Holder of any such notice; including, if necessary, filing with the SEC, a post-effective amendment or a supplement to such Registration Statement or the related Prospectus or any document incorporated therein by reference or filing any other required document or otherwise supplementing or amending such Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that if at any time after giving written notice of its intention to register any securities of the Company and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all of such securities, the Company may, at a minimumits election, the number of equity securities proposed to be registered, the proposed date of filing give written notice of such registration statement with the Commissiondetermination to each Holder and, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request thereupon, (i) if in the case of a Piggyback Notice is required by this paragraphdetermination not to register, shall be relieved of its obligation to register any Person that on Registrable Securities in connection with such registration (but not from its obligation to pay the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described Expenses in (iconnection therewith) and (ii) abovein the case of a determination to delay registering, eachshall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If the offering pursuant to such Registration Statement is to be an Underwritten Offering, then each Holder making a “request for a Piggyback Seller”) (which written Registration pursuant to this Section 2.2 must, and the Company shall make such arrangements with the underwriters so that each such Holder may, participate, subject to Section 2.3, in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request shall specify for a Piggyback Registration pursuant to this Section 2.2 must, and the number Company will make such arrangements so that each such Holder may, participate, subject to Section 2.3, in such offering on such basis. Each Holder of Registrable Securities then presently intended shall be permitted to be disposed withdraw all or part of by such Holder’s Registrable Securities from a Piggyback Seller), the Company, subject Registration at any time prior 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationeffective date thereof.

Piggyback Registrations. (a) Subject If, other than pursuant to the terms and conditions hereofSections 6.18, whenever the Company Buyer proposes or is required to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of securities of the same class as any Registrable Securities, whether or not for sale for its own account (other than a registration by the Company 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 theretothereto or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan) then the Buyer shall give prompt written notice of such proposed filing at least 15 days before the anticipated filing date (eachthe “Piggyback Notice”) to the Seller (and each of its transferees, the Seller and each transferee being hereinafter referred to as a “Holder”). The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities (for purposes of this Section 6.19, “Registrable Securities” shall be deemed to mean solely securities of the same type as those proposed to be offered by the Company for its own account) as they may request (a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 6.19(b) hereof, the Company Buyer shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of include in each such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of all Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company Buyer has received such written requests for inclusion therein within 15 days after notice has been given to the Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 2 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Buyer shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationStatement have actually been sold.

Piggyback Registrations. After the Commencement Date, Pure Cycle shall be obligated to notify High Plains in writing at least twenty (a20) Subject days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of Common Stock of Pure Cycle (including registration statements filed at the request of any holder relating to secondary offerings by such holder of Common Stock of Pure Cycle, but excluding registration statements (i) effected under Section 1.2 of this Agreement, (ii) registering Common Stock under any employee benefit plan or (iii) registering Common Stock for use in an acquisition or corporate reorganization) and will afford High Plains an opportunity to include in such registration statement up to 750,000 shares of Common Stock plus any number of shares of Common Stock previously subject to reduction under Section 1.2(b) (the “Piggyback Securities”). If High Plains desires to include in any such registration statement all or any part of the Piggyback Securities held by it, it shall, within fifteen (15) days after receipt of the above-described notice from Pure Cycle, so notify Pure Cycle in writing, and in such notice shall inform Pure Cycle of the number of Piggyback Securities it wishes to include in such registration statement. If High Plains decides not to include all of its Piggyback Securities in any registration statement filed by Pure Cycle, it shall nevertheless continue to have the right to include any Piggyback Securities in any subsequent registration statement as may be filed by Pure Cycle with respect to offerings of its securities, all upon the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationset forth herein.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by on Form F-4 or Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company on shall deliver to each Investor a registration statement on Form S-4 or a registration statement on Form S-8 or written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of otherssuch Investor shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number all or any part of equity securities proposed such Registrable Securities such Investor requests to be registered; provided, however, the proposed date Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of filing of such registration statement with a then-effective Registration Statement. Notwithstanding anything else to the Commissioncontrary in this Section 2(g), the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of the Commission or any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board position of the filing of such Piggyback Registration is Staff sets forth a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify limitation on the number of Registrable Securities then presently intended permitted to be disposed of by such Piggyback Seller), registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement relates to an offering for the Company’s account and the Company or the placement agent or underwriter for the offering reasonably determines that the dollar amount or number of Registrable Securities, subject to taken together with all of 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 other securities which the Company desires to sell or for which registration has received been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the “Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to written requests for inclusion to contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person has requested be included in such Piggyback Registration on registration regardless of the same terms and conditions as number of securities held by each such person, that can be sold without exceeding the Company’s equity securities being sold in such Piggyback RegistrationMaximum Number of Securities.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto) (each, a “Piggyback Registration”forms), whether for its own account or for the account of othersone or more stockholders of the Company, the Company shall each such time give the Stockholders prompt written notice thereof (but not less than 5 at least 20 business days prior to the anticipated filing by date of the Company with the Commission of any registration statement with respect thereto). Such relating to such registration to Purchaser, which notice (a “Piggyback Notice”) shall specify, at a minimum, set forth Purchaser’s rights under this Section 2.2 and shall offer Purchaser the opportunity to include in such registration the number of equity securities Registrable Securities of the same class or series as those proposed to be registeredregistered as Purchaser may request, subject to the proposed date provisions of filing of such registration statement with the CommissionSections 2.2(a), the proposed means of distribution 2.2(b) and the proposed managing underwriter or underwriters (if any and if known2.2(c). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given Purchaser made within 5 15 business days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, the receipt of any Person that on notice from the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) Company (which written request shall specify the number of Registrable Securities then presently Securities, if any, intended to be disposed of registered by such Piggyback SellerPurchaser), the Company, subject to the terms and conditions of this Agreement, Company shall use its commercially reasonable best efforts to cause effect the registration under the Securities Act of all such Registrable Securities held by Piggyback Sellers with respect to which that the Company has received such written requests for inclusion been so requested to register by Purchaser to the extent necessary to permit the disposition of the Registrable Securities so to be included in registered; provided, that (i) if such Piggyback Registration registration involves an Underwritten Offering, Purchaser must sell all Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company’s equity , as applicable, and (ii) if, at any time after giving notice of its intention to register any securities being sold pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to Purchaser and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.1. There shall be no limitation on the number of Piggyback RegistrationRegistrations that the Company shall be required to effect under this Section 2.2.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyof its intention to do so to each of the Holders of record of Registrable Securities, at a minimumleast five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the number of equity securities proposed to be registeredCompany may delay any Piggyback Notice until after filing a registration statement, the proposed date of filing so long as all recipients of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters notice have five (if any and if known)5) days to determine whether to participate in an offering. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on such Holder, made within five (5) days following the date receipt of any such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.02(c), 2.03 and conditions of this Agreement2.06 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held by Piggyback Sellers Act with respect to the securities which the Company has received such written requests for inclusion at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included in such Piggyback Registration so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the same terms and conditions as number of such piggyback registrations which the Company’s equity securities being sold in such Piggyback RegistrationCompany is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.02(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.01 hereof. For the avoidance of doubt, this Section 2.02 shall not apply to any Underwritten Block Trade.

Piggyback Registrations. (aUnless all of the Registrable Securities are covered by effective registration statements, or if the shares issuable upon exercise of the Warrants may be re-sold pursuant to Rule 144(k) Subject to under the terms and conditions hereofSecurities Act, whenever each time the Company proposes decides to register any of its equity securities file a Registration Statement under the Securities Act (other than a registration by the Company on a registration statement on Form Forms S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or form for the account registration of otherssecurities issued or to be issued in connection with a merger or acquisition or employee benefit plan) covering the offer and sale by it, or other holders of the Company's securities who may demand registration of such securities of any of its securities for money, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the all Holders of Registrable Securities. The Company with the Commission shall include in such Registration Statement such shares of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed Registrable Securities for which it has received written requests to be registered, the proposed date of filing of register such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given shares within 5 30 days after such Piggyback Notice written notice has been given. If the Registration Statement is received by such Personto cover an Underwritten Public Offering, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to shall be included in such Piggyback Registration the underwriting on the same terms and conditions as the Company’s equity securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter in any Underwritten Public Offering, the inclusion of all of the shares of Registrable Securities and any other Common Stock requested to be registered would interfere with the successful marketing of a smaller number of such Piggyback Registrationshares, then the number of shares of Registrable Securities and other Common Stock to be included in the offering shall be made in accordance with the following priorities: (1) first, the shares to be sold for the account of the Company, (2) second, the number of shares to be registered for the Holder reduced on a pro-rata basis based on the number of shares to be sold by the Holder as compared to the number of shares to be sold by all other selling stockholders. All shares so excluded from the underwritten public offering shall be withheld from the market by the Holders thereof for a period (not to exceed 30 days prior to the effective date and 90 days thereafter) that the managing underwriter reasonably determines is necessary in order to effect the Underwritten Public Offering. The Company may decline to file a Registration Statement after giving notice to any Holder pursuant to this Section 2(a), or withdraw a Registration Statement after filing and after such notice, but prior to the effectiveness thereof, provided, that the Company shall promptly notify each Holder in writing of any such action and provided, further, that the Company shall bear all expenses which would otherwise have been charged to the Holder in connection with such withdrawn Registration Statement.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company GP shall give the Stockholders prompt written notice thereof (but not less than 5 notify all Holders at least 30 days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act for a public offering of securities of GP (including, but not limited to, registration statements relating to secondary offerings of securities of GP, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of the Registrable Securities held by such Holder; provided, that no such notice shall be required, and this Section 2.4 shall not be applicable, at any time when the registration statement filed under Section 2.2 is effective. 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, offer each Holder the opportunity to register such number of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons Registrable Securities as described in (i) it may request and (ii) describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering and, if so, the identity of the managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of underwriting discount reasonably expected to be incurred in connection therewith). Each Holder desiring to include in any such registration statement all or part of the Registrable Securities held by it shall, within 15 days after receipt of the above-described notice from GP, each, a “Piggyback Seller”) (which written request so notify GP in writing. Such notice shall specify state the number of Registrable Securities then presently intended to be disposed of by which such Piggyback Seller), the Company, 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 Company has received such written Holder requests for inclusion to be included in such Piggyback Registration on registration and the same intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by GP, 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 GP, all upon the terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationset forth herein.

Piggyback Registrations. (a) Subject to the terms and conditions hereofIf, whenever at any time following an IPO, the Company proposes or is required (including pursuant to a Post-IPO Demand) to register any of its equity securities under the Securities Act (other than a registration by the Company pursuant to registrations on a registration statement on Form F-4, Form S-4 or a registration statement on Form S-8 or any similar successor forms thereto) (each, or any other form for a “Piggyback Registration”similar limited purpose), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior in any event within five Business Days after receipt of notice of any exercise of demand registration rights by any Person) of its intention to do so to the filing by Holders of Registrable Securities at the Company with the Commission time 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)registration. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on Holder of Registrable Securities, made within 20 days following the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, receipt of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback Sellerthe relevant Holder of Registrable Securities), the CompanyCompany shall, subject to the terms Sections 3.3(c), 3.4(b) and conditions of this Agreement3.7 hereof, shall use its commercially reasonable efforts to cause all such Registrable Securities, in respect of which any Holder of Registrable Securities held by Piggyback Sellers so requested the registration, to be registered under the Securities Act with respect to the securities which the Company has received at the time proposes to register to permit the sale or other disposition by such written requests for inclusion Holder of Registrable Securities (in accordance with the intended method of distribution thereof) of the Registrable Securities to be included so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto pursuant to Form 6-K (or equivalent form then in such Piggyback Registration effect). There is no limitation on the same terms number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect; provided, however, that, subject to Section 3.4, the minimum number of Registrable Securities that any Holder of Registrable Securities shall be entitled to include in any registration hereunder shall be the lesser of (i) 27,000 shares of Common Stock and conditions as (ii) the Company’s equity securities being sold number of shares of Common Stock then held by such Holder of Registrable Securities (in such Piggyback Registrationeach case, subject to adjustment for any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction (each of the foregoing a “Capital Reorganization”) after the date hereof).

Piggyback Registrations. (a) Subject If, other than pursuant to the terms and conditions hereofSection 2.1 or Section 2.2, whenever the Company proposes or is required to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account (other than a registration by the Company 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, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (eachiii) so long as a Shelf Registration Statement is effective and available pursuant to Section 2.2 hereof, filed solely in connection with the issuance or resale of Common Shares issuable upon conversion, exercise or exchange of any securities of the Company or any of its Subsidiaries, where such convertible, exercisable or exchangeable securities were issued in, or as part of, a financing transaction), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such Exh. 1.01(j)-9 registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.3(b) hereof, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of include in each such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of all Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion therein within 15 days after notice has been given to the Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution elected by such Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationshall count towards registrations required under Section 2.1.

Piggyback Registrations. (a) Subject If, at any time prior to the terms expiration of the Registration Period, a Registration Statement is not effective with respect to all of the Registrable Securities and conditions hereof, whenever the Company proposes decides to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, then the Company shall will promptly give the Stockholders prompt Investor written notice thereof and will use its best efforts to include in such registration all or any part of the Registrable Securities requested by Investor to be included therein (but excluding any Registrable Securities previously included in a Registration Statement). This requirement does not less than 5 days prior apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans. The Investor must give its request for registration under this paragraph to the filing by Company in writing within 15 days after receipt from the Company with of notice of such pending registration. If the Commission registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investor as part of any registration statement with respect thereto)the above-described written notice. Such notice (In that event, if the managing underwriter(s) of the public offering impose a “Piggyback Notice”) shall specify, at a minimum, limitation on the number of equity securities proposed shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be registeredobligated to include only such limited portion, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraphany, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Investor has requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has received such written requests for first excluded all outstanding securities the holders of which are not entitled by right to inclusion to be included of securities in such Piggyback Registration on Statement or are not entitled pro rata inclusion with the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationRegistrable Securities.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give the Stockholders prompt written notice thereof of its intention to do so to each of the Holders of record of Registrable Securities, at least ten (but not less than 5 10) business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, under the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known)Securities Act. Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or Holder (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback SellerRequest”), made within ten (10) days following the receipt of any such written notice (which written request shall specify the maximum number of Registrable Securities then presently intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the CompanyCompany shall, subject to the terms Sections 2.2(c), 2.3 and conditions of this Agreement2.6 hereof, shall use its commercially reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by Piggyback Sellers the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an institutional Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holder with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) business days after the date it commences), provided that in the case of such underwritten block trade, only Block Eligible Participants shall have a right to notice and to participate, and provided, further, that the Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company has received and the underwriters prior to making such written requests for inclusion request in order to be included in such Piggyback Registration on facilitate preparation of the same terms registration statement, prospectus and conditions as other offering documentation related to the Company’s equity securities being sold in such Piggyback Registrationunderwritten block trade.

Piggyback Registrations. (a) Subject If, at any time prior to the terms expiration of the Registration Period, a Registration Statement is not effective with respect to all of the Registrable Securities and conditions hereof, whenever the Company proposes decides to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersothers (if the agreement pursuant to which such securities are being registered for the account of others so allows), then the Company will promptly give the Investors written notice thereof and will use its reasonable best efforts to include in such registration all or any part of the Registrable Securities requested by such Investors to be included therein (excluding any Registrable Securities previously included in a Registration Statement). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents (relating to equity securities to be issued in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) or to registration statements that would otherwise not permit the registration of resales of previously issued securities. Each Investor must give its request for registration under this paragraph to the Company in writing within 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company shall give will so advise the Stockholders prompt Investors as part of the above-described written notice thereof (but not less than 5 days prior to notice. In that event, if the filing by managing underwriter(s) of the Company with the Commission of any registration statement with respect thereto). Such notice (public offering impose a “Piggyback Notice”) shall specify, at a minimum, limitation on the number of equity securities proposed shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to be registeredeffect an orderly public distribution, then the proposed date of filing of Company shall include in such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraphfirst, of any Person that on the date of such Piggyback Notice is a Stockholdersecurities the Company proposes to sell, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraphsecond, of any Person that on the date of approval securities desired to be sold pursuant to such Registration Statement by the Board of stockholder or stockholders which are requiring the filing of Company pursuant to a contractual registration right to file such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) Statement and (iiiii) abovethird, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of requested by such Piggyback Seller), the Company, subject to the terms Investors and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held other securities requested by Piggyback Sellers with respect to which the Company has received such written requests for inclusion other securities holders to be included in such Piggyback Registration offering, pro rata among the holders of such Registrable Securities and other securities on the same terms and conditions as basis of the Company’s equity securities being sold in number of shares requested to be included by each such Piggyback Registrationholder.

Piggyback Registrations. Without limiting any obligation of the Company hereunder, if (ai) Subject there is not an effective Registration Statement covering all of the Registrable Securities, if the prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the terms Registrable Securities and conditions hereof, whenever (ii) the Company proposes shall determine to register prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business (or a business combination subject to Rule 145 under the 0000 Xxx) (each, a “Piggyback Registration”or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), whether for its own account or for a dividend reinvestment or similar plan or rights offering), then the account Company shall deliver to each Holder a written notice of otherssuch determination and, if within 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number or offering statement all or any part of equity securities proposed such Registrable Securities that such Holder requests to be registered; provided, however, the proposed date Company shall not be required to register any Registrable Securities pursuant to this Section 2.e that are the subject of filing of such registration statement with a then-effective Registration Statement; and provided further that the Commission, Company shall not be required to include any Registrable Securities which an underwriter shall advise the proposed means of distribution and Company will materially adversely affect the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board Company’s ability to sell all of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 shares which the Company has received such written requests for inclusion intended to be included sell. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in such Piggyback Registration on its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the same terms and conditions as rights of the Company’s equity securities being sold Holders set forth in such Piggyback Registrationthis Section 2.e.

Piggyback Registrations. The Company shall notify Purchaser in writing at least fifteen (a15) Subject business days prior to the terms and conditions hereof, whenever the Company proposes to register filing any of its equity securities registration statement under the Securities Act (other than for purposes of effecting a registration by public offering of securities of the Company on (including, but not limited to, registration statements relating to a secondary offering of securities of the Company, and registration statement on Form S-4 statements relating to any registration under Section 1.2 of this Agreement, but excluding registration statements relating to any employee benefit plan or a registration statement on Form S-8 or any successor forms theretotransaction under Rule 145 of the Securities Act) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior and will afford Purchaser an opportunity to the filing by the Company with the Commission 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 include in such registration statement with all or any part of the CommissionRegistrable Securities then held by Purchaser. If Purchaser desires to include in any such registration statement all or any part of its Registrable Securities, the proposed means of distribution and the proposed managing underwriter or underwriters Purchaser shall, within ten (if any and if known). Upon the written request (i10) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 business days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board receipt of the filing above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended Purchaser wishes to be disposed include in such registration statement. If Purchaser decides not to include all of its Registrable Securities in any registration statement thereafter filed by such Piggyback Seller), the Company, subject Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. An election by Purchaser to include Registrable Securities in any registration statement pursuant to this Section 1.3 shall not under any circumstances constitute a request for registration by Purchaser under Section 1.2 hereof. If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, then the Company shall so advise Purchaser. In such event, the right of Purchaser to be included in a registration pursuant to this Section 1.3 shall be conditioned upon Purchaser's participation in such underwriting, and the inclusion of Purchaser's Registrable Securities in the underwriting to the extent provided herein. If Purchaser proposes to distribute its Registrable Securities through such underwriting, Purchaser shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, shall use its commercially reasonable efforts if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to cause all such be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities held by Piggyback Sellers with respect to which Securities) from the Company has received such written requests for inclusion to registration and the underwriting, and the number of shares that may be included in such Piggyback Registration the registration and the underwriting shall be allocated, first, to the Company or other party for whom the registration is being effected, second, to Purchaser and to other holders of securities of the Company with piggyback registration rights on a pro rata basis based on the same terms total number of registrable securities then held by Purchaser and conditions such other holders, and third, to such persons as the Company’s equity securities being sold Board of Directors of the Company may approve. If Purchaser disapproves of the terms of any such underwriting, Purchaser may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration, whether or not Purchaser has elected to include Registrable Securities in such Piggyback Registrationregistration.

Piggyback Registrations. (a) Subject If, at any time prior to the terms expiration of ----------------------- the Registration Period, a Registration Statement is not effective with respect to any Registrable Securities as to which Eligible Investors have made a written request for registration (a "Registration Request") and conditions hereof, whenever the Company proposes decides to -------------------- register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether Common Stock for its own account or for the account of others, then the Company will promptly, but in no event later than 21 days prior to such registration, give such Eligible Investors written notice thereof and will use its best efforts to include in such registration all or any part of the Common Registrable Securities requested by such Eligible Investors to be included therein (excluding any Common Registrable Securities previously included in a Registration Statement); provided that nothing in this Section 2.3 -------- ----------- shall relieve the Company of its obligations under Section 2.1. This requirement ----------- does not apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans or to registration statements that would otherwise not permit the registration of resales of previously issued securities. Each Eligible Investor must give its request for registration under this Section 2.3 to the Company in writing within 15 days ----------- after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Eligible Investors as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company shall give have the Stockholders prompt written notice thereof (but not less than 5 days prior right to exclude such number of Common Registrable Securities as the filing by underwriters deem reasonably necessary. Any exclusion of Common Registrable Securities will be made pro rata among all Eligible Investors participating in the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specifyoffering, at a minimum, in proportion to the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Common Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, 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 Company has received such written requests for inclusion sought to be included in by such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationEligible Investors.

Piggyback Registrations. If at any time following an IPO (a) Subject to the terms and conditions hereofor, whenever if FPC is selling shares in such IPO, beginning with an IPO), the Company proposes to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act (other than a registration on Form S4 or Form S8, or any successor or similar forms), or any shares of Common Stock of an Initiating Party pursuant to a Demand Registration under Section 3.1.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company will each such time promptly give written notice to all Stockholders who beneficially own any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) and of such holders' rights under this Section 3.1 (each, a “the "Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect theretoNotice"). Such notice (a “Piggyback Notice”) shall specifyThe Company will use its reasonable best efforts to include, at a minimumand to cause the underwriter or underwriters, the number of equity securities proposed if applicable, to be registeredinclude, in the proposed date of filing of such registration statement with the Commissionoffering, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s securities of the Company included in such offering, all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1.1, a "Piggyback Registration"); provided, however, that (a) if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register its equity securities (or, in the case of a Demand Registration, the Initiating Party thereof so determines), the Company may, at its election (or, in the case of a Demand Registration, where the Initiating Party thereof so determines, the Company shall), give written notice of such determination to all Stockholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (b) in case of a determination by the Company to delay registration of its equity securities (or, in the case of a Demand Registration, the Initiating Party thereof so determines) the Company shall be permitted to (or, in the case of a Demand Registration where the Initiating Party thereof so determines, the Company, for a period not to exceed 60 days, shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (a) and (b) above shall not relieve the Company of its obligations under Section 3.1.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1.1, all Stockholders proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the request of the Company (or, in the case of a Demand Registration, the Initiating Party thereof), enter into an agreement in customary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected in accordance with Section 3.1.2). Notwithstanding the foregoing, following an IPO, the Company shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by an Other Investor if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Other Investor without registration under Rule 144, with such sale not being sold in such Piggyback Registrationlimited by the volume restrictions thereunder.

Piggyback Registrations. (a) Subject to Except as provided herein if, at any time ----------------------- when there is not an effective Registration Statement covering the terms and conditions hereofRegistrable Securities, whenever the Company proposes shall determine to register any of its equity securities under prepare and file with the Securities Act (other than a registration by the Company on Commission a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether relating to an offering for its own account or for the account of othersothers under the Securities Act of any of its equity securities, other than on Form S-2 (but only in connection with a rights offering), S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely to existing shareholders or solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall give the Stockholders prompt send to each Holder of Registrable Securities written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission 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 Commissiondetermination and, the proposed means of distribution and the proposed managing underwriter or underwriters if within ten (if any and if known). Upon the written request (i10) if a Piggyback Notice is required by this paragraph, of any Person that on the date days after receipt of such Piggyback Notice is a Stockholdernotice, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described Holder shall so request in (i) and (ii) abovewriting, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Sellerthe Purchasers), the Company, subject to the terms and conditions of this Agreement, shall Company will use its commercially reasonable efforts to cause effect the registration under the Securities Act of all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with this Agreement), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the -------- ------- Company shall not be required to register any Registrable Securities pursuant to this Section 2 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the Underwriter's representative should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by the Holders, then (x) the number of Registrable Securities of the Holder and other holders of piggy-back registration rights included in such registration statement shall be reduced pro rata among such Holders and other holders of piggy-back registration rights (based upon the number of Registrable Securities requested to be included in the registration) or, in the case of other holders of piggy-back registration rights, in the manner provided for in that applicable agreement, or (y) none of the Registrable Securities of the Holders shall be included in such Piggyback Registration on registration statement if the same terms and conditions Company, after consultation with the underwriter(s), recommends the inclusion of none of such Registrable Securities; provided, however, that if -------- ------- securities are being offered for the account of other persons or entities as well as the Company’s equity securities being sold in , such Piggyback Registrationreduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registrations. (a) Subject to If at any time during the terms Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and conditions hereof, whenever the Company proposes shall determine to register any of its equity securities under prepare and file with the Securities Act (other than a registration by the Company on Commission a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether relating to an offering for its own account or for the account of othersothers under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number all or any part of equity securities proposed such Registrable Securities such Holder requests to be registered, the proposed date subject to customary underwriter cutbacks applicable to all holders of filing of such “piggyback” registration statement with the Commissionrights; provided, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request however, that (i) if a Piggyback Notice is required by this paragraphif, at any time after giving written notice of its intention to register any Person that on securities and prior to the effective date of the registration statement filed in connection with such Piggyback Notice is a Stockholderregistration, the Company determines for any reason not to proceed with such registration, the Company may, at its election, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing written notice of such Piggyback Registration is a Stockholderdetermination to the Holders and, within 5 days thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such Board approval (any such Persons as described in (i) registration, and (ii) abovein case of a determination by the Company to delay registration of its securities, each, a “Piggyback Seller”) (which written request shall specify the number Company will be permitted to delay the registration of Registrable Securities then presently intended to be disposed of by for the same period as the delay in registering such Piggyback Seller)other securities. Notwithstanding the foregoing, the Company, subject to the terms and conditions of nothing in this Agreement, paragraph (e) shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which permit the Company has received such written requests for inclusion to be included file a registration statement in such Piggyback Registration on contravention of the same terms and conditions as the Company’s equity securities being sold restrictions in such Piggyback Registration.Section 6(b)

Piggyback Registrations. (a) Subject to Each time the terms and conditions hereof, whenever the Company Partnership proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Partnership or the account of any Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) of the Partnership pursuant to contractual registration by rights) and the Company on a form of registration statement on Form S-4 or to be used (including a Shelf Registration Statement) permits the registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersRegistrable Securities, the Company Partnership shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Registration Notice”) to each Holder of Registrable Securities (which 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request given not less than (i) if a Piggyback Notice is required by this paragraph, of any Person that on five Business Days prior to the anticipated filing date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraphthree Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder the opportunity to include any or all of any Person that on its or his Registrable Securities in such registration statement, subject to the date of approval by limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval Partnership in writing (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify stating the number of Registrable Securities then presently intended desired to be disposed registered) within three Business Days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such notice from the Partnership. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Partnership of such Piggyback Seller)withdrawal. Subject to Section 2.2(b) below, the Company, subject to the terms and conditions of this Agreement, Partnership shall use its commercially reasonable efforts to cause include in such registration statement all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion so requested to be included in therein; provided, however, that the Partnership may at any time withdraw or cease proceeding with any such Piggyback Registration on registration if it shall at the same terms and conditions as time withdraw or cease proceeding with the Company’s registration of all other equity securities being sold in such Piggyback Registrationoriginally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.

Piggyback Registrations. (ai) Subject The Company shall not be permitted to grant in any Registration Statement any registration rights (the terms "Piggyback Registration Rights") for any securities other than the Registrable Securities except for the Piggyback Registration Rights granted pursuant to (I) the Common Stock Undertaking, dated as of February 28, 1996, by and conditions hereofamong Gly Derm, whenever Inc., certain shareholders set forth in such agreement and the Company, (II) the Common Stock Undertaking, dated as of July 18, 1996, by and among Siemens Medical Systems, Inc. and the Company proposes to register and (III) the Sale and Purchase Agreement, dated as of September 18, 1996, by and between Organen Teknika Corporation, Akzo Nobel Pharma International B.V. and the Company. (ii) Notwithstanding any other provision of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”this Section 2(c), whether for its own account or for if the account of others, investment banker to the Company shall give advise the Stockholders prompt written notice thereof (but not less than 5 days prior Company in writing that the inclusion of securities entitled to Piggyback Registration Rights would, in such investment banker's opinion, adversely affect the success of the offering in which such securities entitled to Piggyback Registration Rights are proposed for inclusion, then the securities entitled to Piggyback Registration Rights shall be excluded from any applicable Registration Statement to the filing by extent so recommended in such opinion, to the Company extent and only to the extent not inconsistent with the Commission terms of the agreements pursuant to which such Piggyback Registration Rights were granted. (iii) Notwithstanding any registration statement with respect theretoother provision of this Section 2(c). Such notice (, if any disposition of Registrable Securities is pursuant to a “Piggyback Notice”) shall specifyfirm commitment underwritten registration, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any advise the Company and if known). Upon the written request (i) if Holders in writing that marketing factors require a Piggyback Notice is required by this paragraph, of any Person that limitation on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of shares to be underwritten, then the securities entitled to Piggyback Registration Rights shall participate pro rata with the Holders of Registrable Securities then presently intended to be disposed of in such underwritten registration to the extent required by such Piggyback Seller)limitation, the Company, subject to the extent and only to the extent not inconsistent with 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 the agreements pursuant to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback RegistrationRights were granted. 3.

Piggyback Registrations. (a) Subject If, at any time prior to the terms and conditions hereofexpiration of the Registration Period, whenever the Company proposes decides to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of othersothers (excluding registrations relating to equity securities to be issued solely in connection with an acquisition of any entity or business or in connection with stock option or other employee benefit plans), the Company shall will promptly give the Stockholders prompt Investors written notice thereof thereof, and will use its best efforts to include in such registration all or any part of the Registrable Securities so requested by such Investors (but not less than 5 days prior excluding any Registrable Securities previously included in a Registration Statement). Each Investor's request for registration must be given to the filing Company in writing within ten (10) days after receipt of the notice from the Company. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the above-described written notice. In such event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Investors have requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro-rata among all Holders of the Company's securities seeking to include shares of Common Stock (including, for purposes of this Section 2(c) holders of securities of the Company other than the Registrable Securities who hold and are attempting to exercise registration rights) in proportion to the number of shares of Common Stock sought to be included by such Holders; provided, however, that the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the Holders of which are not entitled by right to inclusion of securities in such Registration Statement. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit in any way the registration required under Section 2(a) above. The obligations of the Company under this Section 2(c) will expire upon the earlier of: (i) after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(c) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(c) shall be entitled to include in any additional Registration Statement filed by the Company with the Commission 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 Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, Registrable Securities so excluded; or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board when all of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, 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), the Company, 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 any 666427.1 36 Investor may be sold by such Investor under Rule 144(k) under the 1933 Act without being subject to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registrationany volume restrictions.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the The Company shall give notify the Stockholders prompt written notice thereof Purchaser in writing at least fifteen (but not less than 5 15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company) and will afford the Purchaser an opportunity to include in such registration statement all or part of the Shares held by the Purchaser. If the Purchaser decides not to include all of its Shares in any registration statement thereafter filed by the Company, the Purchaser shall nevertheless continue to have the right to include any Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the Commission terms and conditions set forth herein. If the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimumthe number of shares to be underwritten, the number of equity shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Purchaser; provided, however, that no such reduction shall reduce the amount of securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing Purchaser included in the registration [*] of the total amount of securities included in such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify registration; provided that the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, Company shall use its commercially reasonable efforts to cause all assure that such Registrable Securities held by Piggyback Sellers with respect to which reduction shall not reduce the Company has received such written requests for inclusion to be amount of securities of the Purchaser included in the registration [*] of the total amount of securities included in such Piggyback Registration on registration. If the same Purchaser disapproves of the terms of any such underwriting, the Purchaser may elect to withdraw therefrom by written notice to the Company and conditions the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. The registration expenses of such registration shall be borne by the Company in accordance with Section 7.3 hereof. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as the Company’s equity securities being sold in such Piggyback Registrationamended.

Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever Without limiting any obligation of the Company proposes hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to register prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities under the Securities Act (other than a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (each as promulgated under the 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans) (each, a “Piggyback Registration”), whether for its own account or for then the account Company shall deliver to each Investor a written notice of otherssuch determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall give the Stockholders prompt written notice thereof (but not less than 5 days prior to the filing by the Company with the Commission of any include in such registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number or offering statement all or any part of equity securities proposed such Registrable Securities such Investor requests to be registered; provided, the proposed date of filing of such registration statement with the Commissionhowever, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request (i) if a Piggyback Notice is required by this paragraph, of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 days after such Piggyback Notice is received by such Person, Company may postpone or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of withdraw the filing or the effectiveness of such Piggyback Registration is a Stockholderregistration statement filed pursuant to this Section 2(g) at any time in its sole discretion, within 5 days of such Board approval (any such Persons as described in (i) and (ii) abovethe Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, eachwithout limitation, a “Piggyback Seller”volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which written request can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall specify include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities then presently intended owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be disposed included therein by holders of by Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree. If a Piggyback Seller)Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the Company, 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 managing underwriter advises the Company has received such written requests for inclusion in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such Piggyback Registration on registration , including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the same terms and conditions as the Company’s equity securities being number of shares of Common Stock which can be sold in such Piggyback Registrationoffering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.