Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders 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 ten (10) Business Days five 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), 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) From and after the date hereof, 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 Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders prompt written notice thereof (but not less than ten the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities at least five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act. Such notice Piggyback rights included in this Section 2.2(a) include the right to piggyback on underwritten offerings or underwritten Block Trades by other shareholders of the Company whose shares may be registered on a reoffer/resale prospectus filed pursuant to a Form S-8. Upon the written request of any such Holder, made within five (a “5) days following the receipt of any such Piggyback Notice”) Notice (which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company 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 Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which 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 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 (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 2.6, include in such Company Shelf Underwriting the Registrable Securities of any Holder which shall have made a written request to the Company for inclusion therein within ten in such Company Shelf Underwriting (10) days after such Piggyback Notice is received which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Piggyback SellerHolder) 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 Shareholder 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 Shareholder and such Shareholder 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 Company Underwritten Block Trade or Underwritten Block Trade, as applicable.

Piggyback Registrations. (a) From and after If, at any time, the date hereof, subject to the terms and conditions hereof, whenever the Company Issuer proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company pursuant to (i) registrations on such form or similar forms solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan; (ii) a Demand Registration under Section 2.1; or (iii) in connection with registrations relating to an IPO (other than a Registration Statement on Form S-4 X-0, Xxxx X-0 or any successor form forms thereto), (iix) if the equity securities so registered or proposed to be registered in such IPO are solely on Form S-8 account of the Issuer and do not include equity securities of any other party and (y) none of the proceeds from any such IPO will be paid (including by dividend, distribution, loan repayment or otherwise) to any MCRC Party or any successor form theretoof its Affiliates other than the Issuer or any of its wholly-owned subsidiaries (any such IPO, (iiia “Non-Piggyback IPO”)) on a Shelf Registration Statement registration statement on Form S-1 or Form S-11 or Form S-3, as applicable, or an equivalent general registration form then in effect, as applicable, whether or not for its own account (iv) pursuant to Section 4.1except as otherwise provided herein) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company Issuer shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior of their intention to do so to each Holder of record of Registrable Securities. Upon the filing by the Company with the Commission written request of any registration statement with respect thereto). Such such Holder, made within 15 days following the receipt of any such written notice (a “Piggyback Notice”) which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Issuer, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Issuer 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. No registration of Registrable Securities effected under this Section 2.2(a) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellershall relieve the Issuer of its obligations to effect Demand Registrations under Section 2.1.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) similar forms thereto and other than pursuant to a registration under Section 4.1) (a “Piggyback Registration”), whether or not for sale for its own account account, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or for the account not such registration will be in connection with an Underwritten Offering of othersRegistrable Securities and, if so, the Company shall give all Demand Shareholders prompt identity of the Managing Underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold). Upon the written notice thereof (but not less than ten (10) Business Days prior request of any such holder delivered to the filing by Company within 30 calendar days after the Company with the Commission receipt of any registration statement with respect thereto). Such such notice (a “Piggyback Notice”) which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested intended to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.holder and the intended method of disposition thereof), the Company will use commercially reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register; provided, however, that:

Piggyback Registrations. (a) From and after the date hereofexpiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Piggyback Stockholders prompt written notice thereof (but not less than ten (10) Business 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities 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(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Stockholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best 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) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 2.3, or (iv) pursuant to Section 4.12.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b2.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than ten (10) Business Days five 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), 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) From and If at any time or times after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes shall determine to register any Company of its Common Stock or securities convertible into or exchangeable for Common Stock under the Securities Act, whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering thereof by stockholders (a "secondary offering"), or both (but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other securities that are similar rule of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Commission under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”is applicable), whether for its own account or for the account of others, the Company shall will promptly give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing holders of Registrable Securities and Founder Shares then outstanding (the "Holders"), and will use its best efforts to effect the registration under the Securities Act of 3 -3- all Registrable Securities and Founder Shares which the Holders may request in a writing delivered to the Company within fifteen (15) days after the notice given by the Company with Company; provided, however, that in the Commission of event that any registration statement with respect thereto). Such notice (a “Piggyback Notice”) pursuant to this Section 2.1 shall specify be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock (or other securities, as applicable) proposed Registrable Securities and Founder Shares to be registered, included in such an underwriting may be reduced (pro rata among the proposed date requesting Holders based upon the number of filing shares of Registrable Securities and Founder Shares owned by such registration statement with Holders) if and to the Commission, extent that the proposed means managing underwriter shall be of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than one-half of the proposed minimum offering price total number of such shares of Company Common Stock (or other securitiesto be included in such underwriting be made available for Registrable Securities and Founder Shares, as applicable)and provided, in each case further, that, prior to the extent then known. Subject to Section 4.2(b)any such reduction, the Company shall include first exclude from such registration, in each the following order, all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such Piggyback Registration all Registrable Securities held by Demand Shareholders contractual, incidental registration rights, and (a “Piggyback Seller”ii) with respect any holder thereof having contractual, incidental registration rights subordinate and junior to which the Company has received written requests (which written requests shall specify rights of the number Holders of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Selleror Founder Shares Securities and Founder Shares.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities 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(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best 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) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not Demand Shareholders (other than the PIPE Registration Statement or a registration by the Company (i) on Form S-4 F-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days 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 the number of shares of Company Common Stock (or other securities, as applicable) Shares 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Ordinary Shares, in each case to the extent then known. Subject to Section 4.2(bSections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days five 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Person, 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) From and after the date hereof, 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 Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders 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 ten individuals), at least five (105) 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 specify to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the number filing of shares the registration statement under the Securities Act (or, in the case of Company Common Stock an automatic shelf registration statement, at least five (or other securities, as applicable5) proposed Business Days prior to be registered, the proposed date of filing of such registration statement with statement). Upon the Commissionwritten request of any such Holder, made within five (5) days following the proposed means receipt of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of any such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests notice (which written requests request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company 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 Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which 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) for inclusion therein within ten 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 Investor Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (10either 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 block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Investor Holders on the same day and other Investor 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 to facilitate such Shelf Underwriting (which may close as early as three (3) days Business Days after the date it commences), provided that the Investor Holder requesting such Piggyback Notice is received by underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such Piggyback Sellerrequest 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, any Holder who does not constitute an Investor Holder shall have no right to participate in such underwritten block trade.

Piggyback Registrations. (a) From and after the date hereofexpiration of the First Step Restricted Period (but, subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto), (iii) on a Shelf Registration Statement or (ivz) 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 all Demand the Shareholders prompt written notice thereof (but not less than ten (10) Business Days five business days prior to the filing by the Company with the Commission of any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock Piggyback Notice is a Shareholder, given within (or other securities, as applicable)A) one business day, in each the case to of any Block Trade Offering, or (B) three business days, in the extent then known. Subject to Section 4.2(b)case of any other offering, the Company shall include in each after such Piggyback Registration all Registrable Securities held Notice is received by Demand Shareholders such Person (any such Person, 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 (which written requests shall specify the number of Registrable Securities requested for inclusion to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Notice is received by such Piggyback SellerRegistration.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities 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(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock any Person that on the date of the Piggyback Notice is a Piggyback Shareholder (or other securitieseach, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best 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) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Piggyback Stockholders prompt written notice thereof (but not less than ten (10) Business 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities 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(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Stockholder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best 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) From and after the date hereof, 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 Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders prompt written notice thereof (but not less than ten the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act. Such Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (a “5) days following the receipt of any such Piggyback Notice”) Notice (which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its 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 Act with the securities which 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) for inclusion therein within ten (10of 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 which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) days after such Piggyback Notice is received by such Piggyback Sellershall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Shareholders prompt written notice thereof (but not less than ten (10) Business Days 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 Shareholders, collectively, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Shareholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) 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 Shareholder, within 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) From and after the date hereof, subject Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities 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(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best 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) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities 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(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best 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) From and after the date hereofIf, subject to the terms and conditions hereofat any time, whenever the Company proposes or is required to register any Company of its Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than pursuant to registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan, dividend reinvestment plan, or a registration by merger or consolidation or other than incidental to an issuance of securities intended to be resold under Rule 144A of the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iiiSecurities Act) on a Shelf Registration Statement registration statement on Form S-1, Form S-2, or Form S-3 (iv) pursuant to Section 4.1) (a “Piggyback Registration”or an equivalent general registration foxx xxxx xx xxfect), whether or not for its own account or for the account of othersaccount, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior of its intention to do so to each of the filing by Holders of record of Registrable Securities. Upon the Company with the Commission written request of any registration statement with respect thereto). Such such Holder, made within twenty (20) days following the receipt of any such written notice (a “Piggyback Notice”) which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.3(b), 2.4, 2.7(b), and 2.8 hereof, include in such filing the Registrable Securities for which registration is requested by any such Holder and shall use its 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 Act on the same terms and conditions as any Common Stock which 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 (each, a "Piggyback Seller) for inclusion therein within ten (10) days after Registration"). There is no limitation on the number of such Piggyback Notice Registrations pursuant to the preceding sentence which the Company is received by such Piggyback Sellerobligated to effect. No registration effected under this Section 2.3(a) shall relieve the Company of its obligations to effect a Demand Registration.

Piggyback Registrations. (a) From and after the date hereof, 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 Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders prompt written notice thereof (but not less than ten the "Piggyback Notice") of its intention to do so to each of the Holders of record of Registrable Securities, at least five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act. Such Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (a “5) days following the receipt of any such Piggyback Notice”) Notice (which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its 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 Act with the securities which 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) for inclusion therein within ten (10of 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 which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) days after such Piggyback Notice is received by such Piggyback Sellershall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (ai) From and after the date hereof, subject Subject to the terms and conditions hereofSection 1(l), whenever the Company proposes to register the offer and sale of any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (iA) on Form S-4 or any successor form thereto, (iiB) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (ivC) pursuant to Section 4.11(a) of this Agreement) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Shareholder prompt written notice thereof (but not less than ten fourteen (1014) Business Days prior to the filing by the Company with the Commission SEC of any registration statement or prospectus supplement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares (or dollar amount, which may in either case be expressed as a range) of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the CommissionSEC, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1(b)(ii), the Company shall use commercially reasonable efforts to include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Shareholder with respect to which the Company has received a written requests request (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellerthe Shareholder) for inclusion therein within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Sellerthe Shareholder.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering that is not an Excluded Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Applicable Shareholders of Registrable Securities prompt written notice thereof (but not less than ten (10) five Business Days prior to the filing by the Company with the Commission of any registration statement (or, in the case of an automatic shelf registration statement, a prospectus supplement) with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement statement, or such prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b‎6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Applicable Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days five Business Days after such Piggyback Notice is received by such Piggyback Seller.. For purposes of this Agreement, “

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 S‑4 or any successor form thereto, (ii) on Form S-8 S‑8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback SV:315627.6 1001640689v15 Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a the Shelf Registration Statement pursuant to Section 5.3 other than a Marketed Underwritten Shelf Offering or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on -19- Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten five (105) 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten five (105) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Holders (other than (i) an Exchange Registration, (ii) a registration statement filed in connection with a Primary Issuance Funding under the Exchange Agreement, (iii) a registration by the Company (i) on Form S-4 or any successor form thereto, (iiiv) a registration by the Company on Form S-8 or any successor form theretothereto (v) a registration in connection with any dividend reinvestment plan or similar plans, (iiivi) on a Shelf Registration Statement registration in which the only common stock being registered is common stock issuable upon conversion of debt securities also being registered or (ivvii) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall use reasonable best efforts to include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, 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 Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders prompt written notice thereof (but not less the “Piggyback Notice”) of its intention to do so (1) to each of the Holders of record of Registrable Securities (other than ten individuals), at least five (105) 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 specify to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the number filing of shares the registration statement under the Securities Act (or, in the case of Company Common Stock an automatic shelf registration statement, at least five (or other securities, as applicable5) proposed Business Days prior to be registered, the proposed date of filing of such registration statement with statement). Notwithstanding the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)foregoing, the Company shall include may delay any Piggyback Notice to any Holders of record of Registrable Securities (other than the Demand Parties) until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in each an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (5) days following the receipt of any such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests Notice (which written requests request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company 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 Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which 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 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 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 therein within ten in such Company Shelf Underwriting (10) days after such Piggyback Notice is received which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Piggyback SellerHolder) 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 Demand Parties of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Demand Parties and, if applicable, any Starr Member Transferees 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 reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as three (3) 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 who does not constitute a Demand Party shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable; provided, however, that, for so long as Starr shall constitute a Demand Party hereunder, in the event that Starr shall have effected a Partner Distribution to Starr Member Transferees, the Company shall use its reasonable best efforts to facilitate the inclusion of Registrable Securities held by Qualifying Starr Member Transferees in such a Company Underwritten Block Trade or Underwritten Block Trade, as applicable, to the extent that the inclusion of such Registrable Securities does not, in the reasonable judgment of the Company (in the case of a Company Underwritten Block Trade) or the Demand Party requesting the Underwritten Block Trade (in the case of an Underwritten Block Trade), impair the execution of such Company Underwritten Block Trade or Underwritten Block Trade, as applicable, it being understood that any notice provided to Starr Member Transferees shall be the sole responsibility of Starr, in its discretion.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days five 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Person, 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) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than ten (10) Business 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) 5 business days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), 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) From and after If the date hereof, subject Parent proposes or is required (pursuant to the terms and conditions hereof, whenever the Company proposes Section 2.1 or otherwise) to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 Parent shall give all Demand Shareholders prompt written notice thereof (but not less than ten the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act. Such Notwithstanding the foregoing, the Parent may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (a “5) days following the receipt of any such Piggyback Notice”) Notice (which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Parent shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its 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 Act with the securities which the Parent 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) for inclusion therein within ten (10of 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 Parent or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Parent is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) days after such Piggyback Notice is received by such Piggyback Sellershall relieve the Parent 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) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”), except any Initiating Holder in the case of a Demand Shareholders Registration Statement, prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Holders prompt written notice thereof (but not less than ten (10) Business Days 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 specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein any Holder given within ten (10) days after such Piggyback Notice is received by such Person (any such Person, 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 equal to or greater than the Minimum Registration Amount held by the Piggyback Sellers with respect to which the Company has received such written request 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) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company If GI at any time proposes to register any Company Common Stock (or any other ------------------------ of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iiipursuant to Section 5.12(a)) on a Shelf Registration Statement registration statement on Form X-0, X-0 or (ivS-3 ) pursuant or on any other -------- form upon which may be registered securities similar to Section 4.1) (a “Piggyback Registration”)the Registrable Securities for sale to the general public except Form S-4 and Form S-8, whether GI will at each such time give prompt notice to the Holders of its intention to do so setting forth the date on which GI proposes to file such registration statement, which date shall be no earlier than 30 days from the date of such notice, and advising the Holders of their night to have Registrable Securities included therein. Upon the written request of the Holders given to GI not less than 5 days prior to the proposed filing date of such registration statement set forth in such notice, GI will use reasonable best efforts to cause each of the Registrable Securities that GI has been requested to register by the Holders to be registered under the Securities Act. If the securities to be so registered for its own account or sale include securities to be sold for the account of othersGI and to be distributed by or through a firm of underwriters of recognized standing under underwriting terms appropriate for such transaction, then the Registrable Securities shall also be included in such underwriting, provided that if, in the -------- reasonable written opinion of the managing underwriter or underwriters, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission total amount of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed such securities to be so registered, when added to such Registrable Securities, will exceed the proposed date maximum amount of filing of GI's securities that can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, GI will include in such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify of the number of Registrable Securities requested to which GI is so advised can be disposed of by sold in such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.offering securities determined as follows:

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein therein, on the same terms and conditions as the other securities otherwise being sold pursuant to such registration statement, within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, 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 Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders 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 ten individuals), at least five (105) 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 specify to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the number filing of shares the registration statement under the Securities Act (or, in the case of Company Common Stock an automatic shelf registration statement, at least five (or other securities, as applicable5) proposed Business Days prior to be registered, the proposed date of filing of such registration statement with statement). Upon the Commissionwritten request of any such Holder, made within five (5) days following the proposed means receipt of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of any such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests notice (which written requests request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company 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 Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which 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) for inclusion therein within ten (10of 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) days after such Piggyback Notice is received by such Piggyback Sellershall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. If at any time (ai) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company Buyer proposes to register for sale by Buyer any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act Shares (other than a registration by the Company (i) on Form S-4 or Form S-8, or any successor form theretoor similar forms) for sale to the public under the Securities Act, or (ii) any Person, including any of the Sponsors or Founders, proposes to sell Registrable Securities in a registered sale, Buyer shall each such time promptly give written notice to any other Sponsor, Founder, Manager or Holder that beneficially owns any Registrable Securities of its or their intention to do so, of the registration form of the SEC that has been selected and of such holders’ rights under this Section 6.1(g) (the “Piggyback Notice”). Subject to Section 6.1(j), Buyer shall include, and will cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on Form S-8 the same terms and conditions as the Shares proposed to be sold by or any successor form theretothe Demanding Party (as the case may be) in such offering, (iii) on a Shelf Registration Statement or pro rata basis for the Sponsors, Managers and Holders and two times pro rata basis for the Founders, all Registrable Securities that Buyer has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register for such Stockholders, as applicable (iv) each such registration pursuant to this Section 4.1) (6.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof that (but not less than ten (10A) Business Days if, at any time after giving a Piggyback Notice and prior to the filing effective date of the registration statement filed in connection with such registration, Buyer or the Demanding Party, as the case may be, shall determine for any reason not to register such Shares, Buyer, shall give written notice of such determination to all Sponsors, Founders, Managers and Holders who Beneficially Own any Registrable Securities and, thereupon, Buyer or the Demanding Party, as applicable, 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 Buyer or the Company with Demanding Party, as applicable, to delay registration of its Shares, such party shall be permitted to delay the Commission registration of such Registrable Securities for the same period as the delay in registering such other Shares. In the case of any registration statement of Registrable Securities in an underwritten offering pursuant to this Section 6.1(g), all Stockholders proposing to distribute their securities pursuant to this on Section 6.1(g) shall, at the request of Buyer, enter into an agreement in customary form with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (underwriter or other securitiesunderwriters selected by Buyer or the Demanding Party, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto), (iii) on a Shelf Registration Statement or (ivz) 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 all Demand Shareholders 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 ten (10) Business Days five business days prior to the filing by the Company with the Commission of any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock Piggyback Notice is a Stockholder, given within (or other securities, as applicable)A) one business day, in each the case to of any Block Trade Offering, or (B) three business days, in the extent then known. Subject to Section 4.2(b)case of any other offering, the Company shall include in each after such Piggyback Registration all Registrable Securities held Notice is received by Demand Shareholders such Person (any such Person, 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 (which written requests shall specify the number of Registrable Securities requested for inclusion to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Notice is received by such Piggyback SellerRegistration.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any shares of Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Stockholders prompt written notice thereof (but not less than ten (10) Business Days 15 calendar 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Stockholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 10 days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, 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 Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders 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 ten individuals), at least five (105) 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 specify to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the number filing of shares the registration statement under the Securities Act (or, in the case of Company Common Stock an automatic shelf registration statement, at least five (or other securities, as applicable5) proposed Business Days prior to be registered, the proposed date of filing of such registration statement with statement). Upon the Commissionwritten request of any such Holder, made within five (5) days following the proposed means receipt of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of any such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests notice (which written requests request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its 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 Act with the securities which 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) for inclusion therein within ten (10of 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) days after such Piggyback Notice is received by such Piggyback Sellershall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. (a) From and If at any time after the first anniversary of the date hereof, subject of this Warrant Agreement and prior to the terms and conditions hereof, whenever fifth anniversary hereof the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of the Company other than the Warrantholders or the holders of Underlying Common Stock (you and any person who acquires Warrants or Underlying Common Stock in accordance with Section 3 are collectively referred to in this Section 4 as the "Holders")) any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Stock or Other Securities under the Securities Act for sale within such four-year period (other than a registration by the Company for issuance or sale in connection with (i) employee or non-employee director compensation or benefit programs, (ii) an exchange offer or an offering of securities solely to the existing shareholders or employees of the Company, (iii) an acquisition, merger or other business combination using a registration statement on Form S-4 or any successor form theretoor other appropriate or similar form), (iiiv) a registration statement on Form S-8 or any successor similar form thereto, (iii) on a Shelf Registration Statement or (ivv) a shelf registration pursuant to Section 4.1Rule 415 promulgated under the Act) (a “Piggyback each such registration with respect to which registration rights shall apply being an "Applicable Registration”"), whether for its own account or for the account of others, the Company shall will give all Demand Shareholders prompt written notice thereof (but not which, in any event, shall be given no less than ten (10) Business Days 30 days prior to the filing by the Company with the Commission of any a registration statement with respect thereto)to such offering) to the Holders of its intention so to do and, upon the written request of any Holder sent within 20 days after receipt of any such notice, the Company will use its best efforts to cause all Underlying Common Stock as to which any such Holder shall have so requested registration to be registered under the Act, all to the extent necessary to permit the sale in such offering of the Underlying Common Stock so registered on behalf of any such Holder in the same manner as the Company (or shareholder other than the Holders, as the case may be) proposes to offer its shares of Common Stock or Other Securities. Such notice The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of an Applicable Registration that is a proposed underwritten offering to permit the Underlying Common Stock so requested by any Holder to be included in the registration for such offering on the same terms and conditions as the shares of Common Stock or Other Securities of the Company (or other shareholders if no shares are to be offered on behalf of the Company) included therein. Notwithstanding the foregoing, if the managing underwriter of such offering delivers a “Piggyback Notice”) shall specify letter to the Company and the Holders requesting registration that the total number of shares of Common Stock or Other Securities which such Holders or the Company, and any other person, intend to include in such offering will in the good faith opinion of such managing underwriter materially and adversely affect the success of such offering, then the number of shares of Company Underlying Common Stock (to be offered for the account of the Holders and the shares of Common Stock or Other Securities to be offered for the account of such other securitiesshareholder, as applicable) if any, shall be reduced pro rata based upon the number of shares of Common Stock 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(s) (if any) and a good faith estimate sold by the Company of the proposed minimum offering price of such shares of Company Common Stock (or Holders and other securities, as applicable), in each case persons to the extent then known. Subject necessary to Section 4.2(b), reduce the Company shall include total number of shares of Common Stock or Other Securities to be included in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect offering to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of shares recommended by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellermanaging underwriter.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than file a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant with respect to Section 4.1) (a “Piggyback Registration”), whether any offering of its securities for its own account or for the account of othersother Persons (other than (A) a Registration under Section 2.1 hereof, (B) a Registration on Form F-4 or S-8 or any successor form to such forms, or (C) as part of any Registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), the Company shall give all Demand Shareholders prompt written notice thereof (as soon as practicable, but not in no event less than ten sixty (1060) Business Days 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 the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement Registration Statement, to all Investors and such notice shall offer to Investors the opportunity, subject to Section 2.2(b), to Register under such Registration Statement such number of Registrable Securities as such Investors may request (a “Piggyback Registration”). Within twenty-one (21) days after receipt of such notice, the Investors shall, subject to Section 2.2(b), have the right by notifying the Company in writing to require the Company to include in such Registration Statement such number of Registrable Securities as such Investor may request (including Registrable Securities owned by the Investor’s Affiliates); provided that the Company shall have the right to propose or withdraw any such Registration in respect of which a Piggyback Registration is requested without any obligations to the Investor requesting the Piggyback Registration. If the offering pursuant to such Registration Statement is to be an Underwritten Offering, then the Company shall consult with the CommissionInvestors regarding the election of the Managing Underwriter and make such arrangements with the Managing Underwriter so that the Investors and/or their Affiliates may participate, subject to Section 2.2(b) in such Underwritten Offering on the proposed means of distribution same terms as the Company and the proposed managing underwriter(s) (if any) and a good faith estimate by other Persons selling securities in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then the Company of the proposed minimum offering price of will make such shares of Company Common Stock (or other securitiesarrangements so that each Investor may participate, as applicable), in each case to the extent then known. Subject subject to Section 4.2(b)2.2(b) in such offering on such basis. In connection with any Registration under this Section 2.2 involving an Underwritten Offering, the Company shall not be required to include in each such Piggyback Registration all any Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which in such Registration unless the Company has received written requests (which written requests shall specify Investors accept the number terms of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerthe relevant underwriting agreement.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 4.3 or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders reasonably prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)) to all holders of Registrable Securities. Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed that the Company proposes to be registeredregister, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein from any holder of Registrable Securities within ten (10) days after such Piggyback Notice is received given by such Piggyback Sellerthe Company.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Shareholders prompt written notice thereof (but not less than ten (10) Business Days 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 Shareholders, collectively, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) 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(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Shareholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) 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 Shareholder, within 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) From and after If the date hereof, subject to the terms and conditions hereof, whenever the Company Buyer at any time proposes to register any Company Common Stock (or any other of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than including pursuant to a demand of any stockholder of the Buyer exercising registration by rights) for sale to the Company public (i) except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give at least 20 days' advance written notice to all Sellers. Upon the written request of any successor form theretoof such Sellers of the Registrable Securities given within twenty (20) days after receipt by such Sellers of such notice, the Buyer will, subject to the limits contained in this Section 3.3, use its best efforts to cause all such Registrable Securities of said requesting Sellers to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite to permit such sale or other disposition by such Seller; provided, however, that if the Buyer is advised in writing in good faith by any managing underwriter of the Buyer's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by sellers other than the Buyer (collectively, "Selling Stockholders") is greater than the amount which can be marketed without materially and adversely affecting such offering, the Buyer may reduce the amount offered for the accounts of Selling Stockholders (including sellers of shares of Registrable Securities) pursuant to a contractual, incidental "piggy back" right to include such securities in a registration statement to a number deemed satisfactory by such managing underwriter; provided further, that no reduction shall be made in the amount of Registrable Securities offered for the accounts of the Sellers unless such reduction is imposed pro rata with respect to (i) all securities whose sellers have a contractual, incidental "piggy back" right to include such securities in the registration statement as to which inclusion has been requested pursuant to such right and (ii) on Form S-8 or any successor form theretoexecutive officer of the Buyer; and provided further, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of that there is first excluded from such registration statement with the Commissionall shares of Common Stock sought to be included therein by (x) any seller thereof, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company other than any executive officer of the proposed minimum offering price of Buyer, not having any such shares of Company Common Stock contractual, incidental or "piggyback" registration rights and (or other securitiesy) any seller thereof having contractual, as applicable), in each case incidental registration rights subordinated and junior to the extent then known. Subject to Section 4.2(b), rights of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback SellerSellers."

Piggyback Registrations. (a) From and after the date hereof, subject a. Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company proposes to register any for sale by the Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act any of its equity securities (other than a registration by the Company (i) on Form S-4 or any successor form theretoForm S-8, (ii) on Form S-8 or any successor form theretoor similar forms), (iii) on a Shelf Registration Statement or (iv) any shares pursuant to a Demand Registration under Section 4.1) 3.1.2, or any shares pursuant to a S-3 Registration under Section 3.1.3, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act and in an underwritten offering, the Company will each such time promptly give written notice to all Series A Investors 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 and of such Series A Investors’ rights under this Section 3.1 (the “Piggyback Notice”). The Company will use commercially reasonable efforts to include, and to cause the underwriter or underwriters to include, in the proposed offering, on the same terms and conditions as the 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 Series A Investors entitled to receive a Piggyback Notice hereunder (each such registration pursuant to this Section 3.1.1, a “Piggyback Registration”). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1.1, whether for its own account all Series A Investors proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the request of the Company, enter into an agreement in customary form with the underwriter or for underwriters. Notwithstanding the account of othersforegoing, the Company shall give all Demand Shareholders prompt written notice thereof have no obligation under this Section 3.1.1 to make any offering of its securities or to complete an offering of its securities that it proposes to make, and may elect to delay a proposed registration at any time, and shall incur no liability to any Series A Investor for its failure to do so or for such delay (but not less other than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which any obligations of the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellereffect Demand Registrations in accordance with Section 3.1.2 or S-3 Registrations in accordance with Section 3.1.3).

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Public Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Public Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Public Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Public Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Public Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Public Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Public Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Public Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and If at any time after the date hereofexpiration of 180 days after the consummation of the Merger, subject to the terms and conditions hereof, whenever the Company Buyer proposes to register any Company of the Buyer Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act and the registration form to be used can be used to register the resale of the Common Stock (other than a registration by the Company statement (i) on Form S-4 or any successor form thereto, (iiA) on Form S-8 or any successor form thereto, relating to securities issuable pursuant to any benefit plan or (iiiB) on Form S-4, or any successor form to each such form relating to an exchange offer or relating to a Shelf Registration Statement or (iv) transaction pursuant to Section 4.1) (a “Piggyback Registration”Rule 145 of the Act), whether for its own account or for Buyer shall promptly give the account of others, the Company shall give all Demand Shareholders prompt written notice thereof of such determination to effect such a registration not later than twenty (but not less than ten (1020) Business Days business days prior to the anticipated date of filing with the Securities and Exchange Commission (the "Commission") of the registration statement. Upon the written request of either of the Shareholders given within fifteen (15) days after mailing of any such notice by Buyer, as part of the registration to which such notice relates, Buyer shall use its best efforts to cause to be registered under the Securities Act all of the shares of Buyer Common Stock to be received by the Company with Shareholders in the Commission of any registration statement with respect thereto). Such notice Merger (a “Piggyback Notice”the "Registrable Securities") shall specify that the number of shares of Company Common Stock (or other securities, as applicable) proposed Shareholders have requested to be registered, . Each Shareholder shall be entitled to participate in two "piggyback" registrations of the proposed date Registrable Securities pursuant to this Section. A registration will not count as a permitted registration until it has become effective and the shares of filing of such Buyer Common Stock requested by the Shareholder to be included in the registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case have been sold pursuant to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerregistration statement.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form theretoS-4, (ii) on Form S-8 or any successor form theretoS-8, (iii) on a Shelf Registration Statement pursuant to Section 2.1 or (iv) pursuant to Section 4.12.2, the foregoing, each, an “Excluded Registration Statement”) or conduct an Underwritten Offering pursuant to a then-effective registration statement (other than an Excluded Registration Statement) (any such registration or offering, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement or prospectus supplement, as applicable, with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registeredregistered or offered, as applicable, the proposed date of filing of such registration statement or prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b2.3(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and If, at any time after the date hereofan IPO, subject to the terms and conditions hereof, whenever the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (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 all Demand Shareholders 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 ten individuals), at least five (105) Business Days 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 specify to each Holder of Registrable Securities that is an individual, no more than five (5) business days after the number filing of shares the registration statement under the Securities Act (or, in the case of Company Common Stock an automatic shelf registration statement, at least five (or other securities, as applicable5) proposed business days prior to be registered, the proposed date of filing of such registration statement with statement). Upon the Commissionwritten request of any such Holder, made within five (5) days following the proposed means receipt of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of any such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests notice (which written requests request shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its 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 Act with the securities which 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) for inclusion therein within ten 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 (10either 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 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 Piggyback Notice is received by underwritten block trade, only Block Eligible Participants shall have a right to notice and to participate, and provided, further, that the Holder requesting such Piggyback Sellerunderwritten 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.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 S‑4 or any successor form thereto, (ii) on Form S-8 S‑8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than 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 the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

Piggyback Registrations. (a) From and If at any time after the first anniversary ----------------------- of the date hereof, subject of this Warrant Agreement and prior to the terms and conditions hereof, whenever fifth anniversary hereof the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of the Company other than the Warrantholders or the holders of Underlying Common Stock (you and any person who acquires Warrants or Underlying Common Stock in accordance with Section 3 are collectively referred to in this Section 4 as the "Holders")) any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Stock or Other Securities under the Securities Act for sale within such four-year period (other than a registration by the Company for issuance or sale in connection with (i) employee or non-employee director compensation or benefit programs, (ii) an exchange offer or an offering of securities solely to the existing shareholders or employees of the Company, (iii) an acquisition, merger or other business combination using a registration statement on Form S-4 or any successor form theretoor other appropriate or similar form), (iiiv) a registration statement on Form S-8 or any successor similar form thereto, (iii) on a Shelf Registration Statement or (ivv) a shelf registration pursuant to Section 4.1Rule 415 promulgated under the Act) (a “Piggyback each such registration with respect to which registration rights shall apply being an "Applicable Registration”"), whether for its own account or for the account of others, the Company shall will give all Demand Shareholders prompt written notice thereof (but not which, in any event, shall be given no less than ten (10) Business Days 30 days prior to the filing by the Company with the Commission of any a registration statement with respect thereto)to such offering) to the Holders of its intention so to do and, upon the written request of any Holder sent within 20 days after receipt of any such notice, the Company will use its best efforts to cause all Underlying Common Stock as to which any such Holder shall have so requested registration to be registered under the Act, all to the extent necessary to permit the sale in such offering of the Underlying Common Stock so registered on behalf of any such Holder in the same manner as the Company (or shareholder other than the Holders, as the case may be) proposes to offer its shares of Common Stock or Other Securities. Such notice The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of an Applicable Registration that is a proposed underwritten offering to permit the Underlying Common Stock so requested by any Holder to be included in the registration for such offering on the same terms and conditions as the shares of Common Stock or Other Securities of the Company (or other shareholders if no shares are to be offered on behalf of the Company) included therein. Notwithstanding the foregoing, if the managing underwriter of such offering delivers a “Piggyback Notice”) shall specify letter to the Company and the Holders requesting registration that the total number of shares of Common Stock or Other Securities which such Holders or the Company, and any other person, intend to include in such offering will in the good faith opinion of such managing underwriter materially and adversely affect the success of such offering, then the number of shares of Company Underlying Common Stock (to be offered for the account of the Holders and the shares of Common Stock or Other Securities to be offered for the account of such other securitiesshareholder, as applicable) if any, shall be reduced pro rata based upon the number of shares of Common Stock 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(s) (if any) and a good faith estimate sold by the Company of the proposed minimum offering price of such shares of Company Common Stock (or Holders and other securities, as applicable), in each case persons to the extent then known. Subject necessary to Section 4.2(b), reduce the Company shall include total number of shares of Common Stock or Other Securities to be included in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect offering to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of shares recommended by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellermanaging underwriter.

Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”) prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto); provided that, Piggyback Registrations shall not include (i) any “at the market” offering as defined in Rule 415(a)(4) of the Securities Act, or (ii) any Underwritten Offering priced by 11:59 p.m. Hawaiian Time on the first full Business Day following the day of the announcement of such offering. Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) 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(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.