Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If at any time following the Company date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or any Holder proposes to conduct a registered offering of, or if more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to file a Registration Statement register any shares of Common Stock under the Securities 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, of Common Stock by the Company for its own account, for a Demanding Holder account or for the account of shareholders any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (or by the Company and by the shareholders 10) days after receipt of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersnotice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), (iv) for an offering when added to the number of debt that is convertible into Equity Securities of other securities to be offered in such registration by the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planwould materially adversely affect such offering, then the Company shall give written notice of include in such proposed offering registration, to all the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities as soon as practicable but not less than ten (10) Business Days before subject to registration rights owned by each holder requesting inclusion in relation to the anticipated filing date number of such Registration Statement orRegistrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in if such registration involves an underwritten public offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or UnderwritersHolders must sell their Registrable Securities to, if anyapplicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) offer if, at any time after giving written notice of its intention to all register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities the opportunity to include in connection with such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), registration; provided, however, that if nothing contained in this Section 6(e) shall limit the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the priceCompany’s liabilities and/or obligations under this Agreement, timingincluding, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)without limitation, the Company shall not be required obligation to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(spay liquidated damages under Section 2(d), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If If, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment planplan or (v) a Block Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If at any time or from time to time following the Company or Lock-Up Period applicable to any Holder proposes to conduct a registered offering of, or if hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)Company, other than a Registration Statement (or any registered offering with respect theretoi) filed pursuant to Section 2.1, (iii) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at to register the market” or similar offering of securities in connection with a transaction to be registered offering through a broker, sales agent or distribution agent, whether as agent or principal, on Form S-4 or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders a Holder pursuant to this subsection 3.2.1 Section 2.2.1 (to the extent that such Holder is not then subject to a Lock-Up Period) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this Section 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company or Partnership (a) shall at any Holder proposes to conduct a registered offering of, or if the Company proposes time propose to file a Registration Statement registration statement under the Securities Act with respect to for an offering of, Equity Securities, or of equity securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company Partnership for cash (or by the Company and by the shareholders of the Company including, without limitation, the Qualified Initial Public Offering but excluding an Underwritten Shelf Takedown offering relating solely to an employee benefit plan or to a reorganization, combination or merger involving the Partnership) or (b) shall at any time be required to file a registration statement pursuant to Section 3.1 hereof)10.1 or Section 10.2, the Partnership shall provide notice to all Holders in writing at least 15 days prior to the filing date (the “Piggyback Notice”) of its intention to file such registration statement and shall use all reasonable efforts to include such number or amount of securities held by each Holder (other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, demanding Holder in the case of an underwritten offering a registration statement required pursuant to a Shelf Registration, the launch date of such offering, which notice shall (ASection 10.1 or Section 10.2) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities registration statement as such Holders may Holder shall request in writing within five ten (510) days after receipt of such written notice (unless the Piggyback Notice; provided, that the Partnership is not required to make any effort or take any action to so include the securities of any Holder once the registration statement is declared effective by the Commission, including any registration statement providing for the offering from time to time of securities pursuant to Rule 415 of the Securities Act. If the proposed or required offering shall be an underwritten offering, then, if the managing underwriter or managing underwriters of such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if advise the Company has been advised Partnership and the Holders in writing by the managing Underwriter(s) that in their opinion the inclusion of Registrable Securities for sale for the benefit all or some of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can Limited Partnership Interests proposed to be included in the Underwritten Offering offering would adversely and materially affect the success of the offering, the Partnership shall include in such offering only that number or amount, if any, of securities that, in the opinion of the managing Underwriter(sunderwriter or managing underwriters, will not so adversely and materially affect the offering; provided, however, that (i) in the case of any offering proposed by the Partnership pursuant to this Section 10.3(a), the Company shall not be required to offer such opportunity to such Holders number or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to Limited Partnership Interests that will be included in such Piggyback Registration and offering shall use its commercially reasonable efforts be allocated first to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Partnership, second to permit the Registrable Securities requested by the Holders that have requested to participate in the offering pursuant to this subsection 3.2.1 Section 10.3, pro rata based on the total number or amount of Limited Partnership Interests requested to be included by such Holders, and finally to any other holders of Limited Partnership Interests that have contractual rights to participate in such offering that have been exercised, and (ii) in the case of any offering demanded by a Piggyback Registration on Holder pursuant to Section 10.1 or Section 10.2, the same terms and conditions as any similar securities number or amount of the Company Limited Partnership Interests that will be included in such registered offering shall be allocated first to the demanding Holder, second to the Holders that have requested to participate in such offering pursuant to this Section 10.3, pro rata based on the total number or amount of Limited Partnership Interests requested to be included by such Holders, and finally to permit the sale Partnership and any other holders of Limited Partnership Interests that have rights to participate in such offering that have been exercised (on such basis as determined by the General Partner and such other holders). Except as set forth in Section 10.4, all expenses incurred in connection with any registration and offering proposed by the Partnership pursuant to this Section 10.3(a) (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that all expenses of a registration and offering required pursuant to Section 10.1 or other disposition of such Registrable Securities Section 10.2 shall be paid in accordance with the intended method(s) of distribution applicable provisions thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. (i) If the Company PubCo or any Special Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, Securities of PubCo or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the Company including, without limitation, PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof3.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principalPubCo, or (viiv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days four calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) three calendar days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If Subject to Section 7, at any time and from time to time after 40 days following the Company or any Holder proposes to conduct a registered offering ofClosing Date, or if the Company proposes to (A) file a Registration Statement under the Securities Act with respect to an offering of, of Equity Securities, Securities of the Company or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of the Company (other than a form not available for registering the resale of the Registrable Securities to the public), for its own account, for a Demanding Holder account or for the account of shareholders a Stockholder of the Company that is not a party to this Agreement, or (or by the Company and by the shareholders B) conduct an offering of Equity Securities of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option securities or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (obligations exercisable or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act exchangeable for or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, for its own account or for the account of a Stockholder that is not a party to this Agreement (vsuch offering referred to in clause (A) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for B), a dividend reinvestment plan“Piggyback Offering”), then the Company shall promptly give written notice (the “Piggyback Notice”) of such proposed offering Piggyback Offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice Rights Parties. The Piggyback Notice shall (A) describe include the amount and type of securities to be included in such offering, the intended method(s) expected date of distribution, a good faith estimate commencement of the proposed maximum offering price of such securities, marketing efforts and the name of the any proposed managing Underwriter or Underwriters, if any, in such offering, underwriter and (B) shall offer to all of the Holders of Registrable Securities Registration Rights Parties the opportunity to include in such registered offering Piggyback Offering such number amount of Registrable Securities as such Holders each Registration Rights Party may request request. Subject to Section 2(c)(ii) and Section 2(c)(iv), the Company will include in writing each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within five (5) ten days after receipt the date the Piggyback Notice is given (provided that, in the case of a block trade or a Bought Deal, such written notice (unless such offering requests for inclusion must be received within one Business Day after the date the Piggyback Notice is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”given), ; provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the pricethat, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten case of a Piggyback Offering in the opinion form of the managing Underwriter(s)a “takedown” under a Shelf Registration Statement, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to are covered by an existing and effective Shelf Registration Statement that may be included in such Piggyback Registration utilized for the offering and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters sale of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in offered. All Registration Rights Parties proposing to distribute their securities through a Piggyback Registration on the same terms and conditions Offering, as any similar securities a condition for inclusion of the Company included in such registered offering and to permit the sale or other disposition of such their Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration therein, shall be subject to such Holder agreement agree to enter into an underwriting agreement with the Underwriters for such Piggyback Offering; provided, however, that the underwriting agreement is in customary form with the Underwriter(s) selected for such Underwritten Offeringform.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.2 hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivc) for an offering solely of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vid) for a dividend reinvestment plan, then (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1, then, subject to the MNPI Provisions, the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than ten twenty (1020) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution (including whether such registration will be pursuant to a good faith estimate of the proposed maximum offering price of such securitiesshelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (ii) describe such Holders’ rights under this Section 2.3, and (Biii) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. (a) If at any time following expiration of the Company or Lockup Period (or, if earlier, such time as any Holder proposes exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by the Company and by the shareholders of the Company includingif earlier, without limitation, an Underwritten Shelf Takedown such time as any Holder exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any registered offering with respect theretoHolder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If the Company PubCo or any Special Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity SecuritiesSecurities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)PubCo, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, PubCo or (viiv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of Special Holders and the Holders of Registrable Securities PEM Equityholders as soon as practicable but not less than ten three (103) Business Days calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (B) offer to all of the Special Holders of Registrable Securities and the PEM Equityholders the opportunity to include in such registered offering such number of Registrable Securities as such Special Holders or PEM Equityholders, as applicable, may request in writing within five two (52) calendar days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, ; provided that if each Special Holder and each PEM Equityholder agrees with PubCo that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders Section 3.3. PubCo shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders and PEM Equityholders pursuant to this subsection 3.2.1 Section 4.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Special Holder’s or any PEM Equityholder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Special Holder’s or PEM Equityholder’s, respectively, agreement to enter into an underwriting agreement in customary form with abide by the Underwriter(s) selected for such Underwritten Offeringterms of Section 4.6 below.

Piggyback Rights. If If, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to (i) file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities of the Company, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)Company, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, Company or (vid) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable (but in the case of filing a Registration Statement, not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement), which notice shall (A1) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B2) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt in the case of such written notice filing a Registration Statement and (b) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to include Registrable Securities in a Piggyback Registration an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If If, at any time, subject to compliance by the Company or any Holder proposes to conduct a registered offering ofHolders with Section 3.3, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders equityholders of the Company for their account (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.2 hereof (subject to Section 2.3)), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vid) for a dividend reinvestment plan, or (e) for a corporate reorganization or transaction under Rule 145 of the Securities Act, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten seven (107) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bii) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders holders may request in writing within five three (53) business days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in All holders proposing to distribute their securities through a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingPiggyback Registration.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingCompany, without limitation, including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.4), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vid) for a dividend reinvestment planplan or (e) for a rights offering, then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten fifteen (1015) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable preliminary “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (Ax) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to subsection 2.7.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.7.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The In the event of any Underwritten Offering, the inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or of Ordinary Shares (including equity securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesinto, Ordinary Shares), for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)Company, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (iib) pursuant to a Registration Statement on Form S-4 F-4 or Form S-8 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretoforms), (iiic) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivd) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vie) for a dividend reinvestment planplan or similar plans, (f) filed pursuant to Section 2.1 or (g) filed in connection with any business combination or acquisition involving the Company, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable (but not less than ten (10) Business Days before days prior to the anticipated filing date by the Company with the Commission of such any Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringwith respect thereto), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), a good faith estimate of the proposed maximum offering price date of filing of such securities, Registration Statement with the Commission and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, in each case to the extent then known, (B) describe such Holders’ rights under this Section 2.2 and (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Underwriters, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.2.1, subject to such Holder agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.2, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.2).

Piggyback Rights. If (a) Subject to Section 4.1 of the Stockholders Agreement (as it may be amended or waived), if after the second (2nd) anniversary of the Effective Date (or earlier if the Company or any Holder proposes agrees to conduct a registered offering ofwaive the two-year transfer restriction under the Stockholders Agreement), or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit shall, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)at each such time, other than in the case of an underwritten secondary offering initiated by a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planBX Holder, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give prompt written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but (which notice shall be given not less than ten (10) Business Days before prior to the anticipated filing date by the Company with the SEC of any registration statement with respect thereto and shall specify the intended method or methods of disposition and the number of Securities proposed to be registered) to each Holder of its intention to do so and of such Registration Statement orHolder’s rights under this Section 2.1, provided, no such notice need be given of any underwritten offering if the managing underwriter advises the Company in writing (a copy of which shall be provided to each Holder) that, in its opinion, the inclusion of Registrable Securities would be likely to have an adverse impact on the price, timing or distribution of the Securities offered in such offering. Upon the written request of any Holder made within five (5) Business days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters; (ii) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type each Holder of securities Registrable Securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell its Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If at any time during the Exercise Period, the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to shall prepare and file a Registration Statement registration statement under the Securities Act Act, with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or public offering of equity or debt securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at whether by the market” Company or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planby other Persons, then the Company shall give written notice include in any such registration statement or any post-effective amendment to such registration statement, such information as may be required to permit a public offering of Stock held by any Registered Holders requesting inclusion of their Stock; provided that where such proposed offering is to all be an underwritten offering, and in the opinion of the Holders Company's managing underwriter the inclusion of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date Stock requested to be registered, when added to the other securities being registered, would exceed the maximum amount of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, company's securities that can be marketed without otherwise materially and adversely affecting the launch date of such entire offering, which notice shall (A) describe then the amount and type Company may exclude from such offering a portion of the Stock requested to be so registered, so that the total number of securities to be included in such offering, registered is within the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringshares that, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sunderwriter, may be marketed without otherwise materially and adversely affecting the entire offering. In the event there are previously issued securities other than the Stock that are proposed to be registered in the registration pursuant to registration rights that were granted prior to the rights granted hereunder (the "Prior Rights"), then, the rights granted under this Subsection 12.2 shall be subject to all such Prior Rights, and the Stock may be excluded from such registration to the extent that the Prior Rights require; provided, however, that the entire amount of any other securities without Prior Rights shall be excluded from such registration before the exclusion of any portion of the Stock for which registration was requested by a Registered Holder. Each Registered Holder of Warrant Securities for whose account any Stock may be included in a post-effective amendment or registration statement shall have the unrestricted right to withhold Stock from inclusion in the underwritten offering, without regard to whether registration was requested. The Company shall bear all fees and expenses incurred by it in connection with the preparation and filing of such post-effective amendment or new registration statement. In the event of such a proposed registration, the Company shall furnish the then Registered Holders of Warrant Securities with not less than thirty (30) days' written notice prior to the proposed date of filing of such post-effective amendment or new registration statement. Such notice shall continue to be required given by the Company to offer Registered Holders of Warrant Securities, with respect to subsequent registration statements or post-effective amendments filed by the Company, until such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion time as all of the managing Underwriter(s)Stock may be sold without restriction under the Act and applicable state securities laws and regulations, then and the amount of Registrable Securities to be offered Registered Holders have received an opinion from counsel for the accounts Company (in such form and from counsel reasonably satisfactory to the Registered Holders) that all of Holders shall be determined based the Stock is so saleable under SEC Rule 144 or otherwise within the immediate 90-day period commencing on the provisions of subsection 3.2.2date a sale is requested. The Company shallRegistered Holders of Warrant Securities shall exercise the rights provided for in this Subsection 12.2 by giving written notice to the Company, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters within twenty (20) days of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities receipt of the Company included in such registered offering and Company's notice of its intention to permit the sale file a post-effective amendment or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringnew registration statement.

Piggyback Rights. If If, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to (i) file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities of the Company, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)the, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, Company or (vid) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable (but in the case of filing a Registration Statement, not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement), which notice shall (A1) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B2) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt in the case of such written notice filing a Registration Statement and two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to include Registrable Securities in a Piggyback Registration an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company or at any Holder time after the date hereof proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register Common Stock under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable similar forms), whether or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for a Demanding Holder or for it will, at each such time, give prompt written notice to the account Registration Rights Holders of shareholders its intention to do so and of the Registration Rights Holders' rights under this Section 3.1. Upon the written request of any Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Registration Rights Holder), the Company (or will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) Rights Holders; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act Company or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering other holder of securities solely that initiated such registration (an "Initiating Holder") shall determine for any reason not to proceed with the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities proposed registration of the Companysecurities to be sold by it, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall or such Initiating Holder may, at its election, give written notice of such proposed offering determination to all the Registration Rights Holders and, thereupon, the Company shall be relieved of the Holders of its obligation to register any Registrable Securities as soon as practicable in connection with such registration (but not less than ten from its obligation to pay the Registration Expenses incurred in connection therewith), and (10ii) Business Days before the anticipated filing date of if such Registration Statement or, in the case of registration involves an underwritten offering pursuant to a Shelf Registrationoffering, the launch date of such offering, which notice shall (A) describe the amount and type of securities Registration Rights Holders requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Company or the Initiating Holders, as the case may be, on the same terms and conditions as any similar securities of apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.1(a) involves an underwritten public offering, any Registration Rights Holder requesting to be included in such registered offering and registration may elect, in writing prior to permit the sale effective date of the registration statement filed in connection with such registration, not to register all or other disposition any portion of such Registrable Securities securities in accordance connection with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities stockholders of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Aa) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to include Registrable Securities in a Piggyback Registration an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company. Notwithstanding the foregoing, the Company is not obligated to effect such Underwritten Offering unless the reasonably expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Underwritten Offering are at least $[●].

Piggyback Rights. If the Company or (but without any Holder proposes obligation to conduct a registered offering of, or if do so) the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for holders of capital stock other than the Holders) any of its stock under the Securities Act in connection with respect to an the public offering of, Equity Securities, or of such securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, solely for its own account, for a Demanding Holder or for the account of shareholders of the Company cash (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (registration relating solely to the sale of securities to participants in a Company stock plan or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to covered by Rule 145 promulgated under the Securities Act Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any successor rule thereto), (iii) for registration on any form which does not include substantially the same information as would be required to be included in a rights offering or an exchange offer or offering of securities solely to registration statement covering the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities sale of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planRegistrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. (a) If at any time following the Company or any Holder proposes to conduct a registered offering ofexpiration of the Lockup Period, or if the Company proposes to file a Registration Statement register equity Securities under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of shareholders Security holders, it will, at each such time following expiration of the Company (or by the Company and by the shareholders of the Company includingLockup Period, without limitation, an Underwritten Shelf Takedown pursuant give prompt written notice to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) the Starwood Fund Stockholder and (ii) the TPH Stockholders of its intention to do so and of such Holder’s rights under this Section 2.2; provided that the Company shall not be obligated to provide the foregoing notice to the TPH Stockholders or to effect the registration of Registrable Securities of the TPH Stockholders pursuant to this Section 2.2 if the Company has previously effected three (3) such registrations for one or more TPH Stockholders pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any TPH Stockholders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the TPH Stockholders are entitled pursuant to this Section 2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities stockholders of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to include Registrable Securities in a Piggyback Registration an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to (i) file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities of the Company, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)Company, other than a Registration Statement (or any registered offering with respect thereto) (iA) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiB) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivC) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, Company or (viD) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company other than the Holders pursuant to a then-effective Registration Statement, then the Company shall give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable (but in the case of filing a Registration Statement, not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within (a) five (5) days after receipt in the case of such written notice filing a Registration Statement and (b) two (2) days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to include Registrable Securities in a Piggyback Registration an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company; provided, however, that no such Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements that are customary or required by the Underwriters, regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

Piggyback Rights. If In the event that the Company files a registration statement under the Securities Act of 1933, as amended (the "Act") which relates to an offering of securities of the Company by the Company or any Holder proposes holder of securities (except in connection with an offering to conduct a registered offering ofor by employees), or if such registration statement and the prospectus included therein shall also, at the written request to the Company proposes by the Holder, include and relate to, and meet the requirements of the Act with respect to, the public offering of such Warrant Shares as the Holder indicates it intends to exercise and offer under the registration statement for sale and sell, so as to permit the public sale thereof in compliance with the Act, and any related qualifications under blue sky laws or other compliance or any underwriting involved therein shall also relate thereto. The Company shall use its best efforts to effect such registration, any such qualification, any such compliance and any such underwriting as soon as practicable. The Company shall give prompt written notice to the Holder of its intention to file a Registration Statement registration statement under the Securities Act with respect relating to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of aforesaid securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, but in no event less than twenty-five (v25) for an “at days prior to the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice filing of such proposed offering to all registration statement, and the written request provided for in the first sentence of this Section shall be made by the Holders of Registrable Securities as soon as practicable but not less than Holder ten (10) Business Days before or more days prior to the anticipated filing date specified in the notice as the date on which it is intended to file such registration statement. Neither the delivery of such Registration Statement or, in notice by the case Company nor of an underwritten offering such request pursuant to a Shelf Registrationthis Section 3.5.1 by the Holder shall in any way obligate the Company to file any such registration statement and, notwithstanding the filing of such registration statement, the launch Company may, at any time prior to the effective date thereof, determine not to offer the securities to which such registration statement relates, without liability to the Holder, except that the Company shall pay such expenses as are contemplated to be paid by it under Section 3.5.3 and by the Holder pursuant to Section 3.5.3(d). Provided, that, anything above in this Section 3.5.1 to the contrary notwithstanding, the inclusion of Warrant Shares in any such offeringregistration will require the approval of the underwriters, if any, but which notice approval shall (A) describe not be unreasonably withheld, and such inclusion shall be conditioned upon the amount and type provision by the Holder to the Company of securities all information regarding the Holder reasonably required to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, registration statement under applicable law and the name of rules and regulations promulgated by the proposed managing Underwriter or Underwriters, if any, in such offering, Securities and Exchange Commission (Bthe "SEC") offer pursuant to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within Act. The "piggy-back" registration rights granted hereunder shall terminate five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if years from the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringdate hereof.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this Section 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company SCA at any time proposes to register Common Shares or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement other equity securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesAct, for its own account, for a Demanding Holder account or for the account of shareholders any holder of its securities, on a form which would permit registration of Common Shares held by XL Capital and its Subsidiaries ("Registrable Shares") for sale to the public under the Securities Act, or proposes to register any equity securities in a so-called "unallocated" or "universal" shelf registration statement, SCA will at such time give 30 days written notice to XL Capital of its intention to do so. XL Capital may by written response delivered to SCA within 10 days after the giving of any such notice request that all or a specified part of the Company (or by Registrable Shares be included in such registration. Such response shall also specify the Company and by intended method of disposition of such Registrable Shares. SCA thereupon will use its reasonable commercial efforts as a part of its filing of such form to effect the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated registration under the Securities Act or any successor rule thereto)of all Registrable Shares which SCA has been so requested to register, (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be extent required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities requested by Shares so to be registered; provided that if a recognized financial advisor and potential underwriter advises SCA that the Holders pursuant to this subsection 3.2.1 number of shares to be included in a Piggyback Registration on registration pursuant hereto should be limited because the same terms and conditions as any similar securities inclusion thereof would adversely affect the market for the Common Shares or such proposed offering, all or a part of the Company Registrable Shares sought to be included in such registered offering and to permit the sale or other disposition as part of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration proposed registration shall be subject excluded from such registration to the extent necessary to comply with such Holder agreement advice. SCA shall be under no obligation to enter into an underwriting agreement in customary form with the Underwriter(s) selected complete any offering of its securities it proposes to make and shall incur no liability for such Underwritten Offeringits failure to do so.

Piggyback Rights. If Subject to Section 5(c), and except in connection with the Company or IPO (for which this Section 5(a) shall not apply), if the Corporation at any Holder time proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, register any Stock for its own account, for account (a Demanding Holder “Corporation Registration”) or for the account of shareholders of the Company any Stockholder possessing demand rights (or by the Company and by the shareholders of the Company including, without limitationfor the avoidance of doubt, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option an Apollo Registration Demand or other benefit plan, Xxxxxx Registration Demand) (iia “Stockholder Registration”) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act by registration on Form S-1 or Form S-3 or any successor rule thereto), or similar form(s) (iiiexcept registrations on any such Form or similar form(s) solely for a rights offering or an exchange offer or offering registration of securities solely to the Company’s existing shareholdersin connection with an employee benefit plan, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planplan or a merger or consolidation, then or incidental to an issuance of securities under Rule 144A under the Company shall Securities Act), it will at such time give prompt written notice to the Stockholders of such proposed offering its intention to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before do so, including the anticipated filing date of such the Registration Statement orand, in the case of an underwritten offering pursuant to a Shelf Registrationif known, the launch date number of such offering, which notice shall (A) describe the amount and type shares of securities Stock that are proposed to be included in such offeringRegistration Statement, the intended method(s) of distribution, a good faith estimate and of the proposed Stockholders’ rights under this Section 5. Upon the written request of a Stockholder (which request shall specify the maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities intended to be disposed of by such Stockholder and such other information as is reasonably required to effect the registration of such Holders may request shares of Stock), made as promptly as practicable and in writing any event within fifteen (15) Business Days after the receipt of any such notice (five (5) days after receipt of Business Days if the Corporation states in such written notice or gives telephonic notice to such Stockholder, with written confirmation to follow promptly thereafter, stating that (unless i) such offering registration will be on Form S-3 and (ii) such shorter period of time is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, required because of a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(splanned filing date), the Company shall not be required Corporation, subject to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sSection 5(c), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause effect the managing Underwriter registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Stockholders; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Corporation shall determine for any reason not to register or Underwriters to delay registration of such securities, the Corporation shall give written notice of such determination to the Stockholders requesting registration under this Section 5 (which such Stockholders will hold in strict confidence) and (i) in the case of a proposed Underwritten Offering determination not to permit the Registrable Securities requested by the Holders pursuant register, shall be relieved of its obligation to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as register any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance connection with such registration (but not from any obligation of the intended method(sCorporation to pay the Registration Expenses in connection therewith), and (ii) in the case of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration determination to delay registering, shall be subject permitted to delay registering any Registrable Securities, for the same period as the delay in registering such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringother securities.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesthe Registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.01 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.02(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this Section 2.02(a) shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity Securities, Securities of PubCo or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof)PubCo, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principalPubCo, or (viv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of each Special Holder (collectively, the Holders of Registrable Securities “Piggyback Holders”) as soon as practicable but not less than ten four (104) Business Days calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (B) offer to all of the Piggyback Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within five three (53) calendar days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, ; provided that if each Piggyback Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall constitute Confidential Information and shall not be required disclosed to offer any third party (other than any Affiliate, Representative, limited partner or shareholder of such opportunity Special Holder), unless (a) such information becomes known to the public through no fault of such Holders Special Holder or (2b) if any Registrable Securities can be included in the Underwritten Offering in the opinion disclosure is required by applicable Law or court of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders competent jurisdiction or requested by a Governmental Entity. PubCo shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Holders pursuant to this subsection 3.2.1 Section 2.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Piggyback Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Piggyback Holder’s agreement to enter into an underwriting agreement in customary form with abide by the Underwriter(s) selected for such Underwritten Offeringterms of Section 2.6 below.

Piggyback Rights. If the Company PubCo or any Special Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity SecuritiesSecurities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the Company including, without limitation, PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principalstockholders, or (viiii) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Special Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days four calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (B) offer to all of the Special Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Special Holders may request in writing within five (5) three calendar days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, ; provided that if each Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders Section 2.4. PubCo shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Special Holders pursuant to this subsection 3.2.1 Section 3.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Special Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Special Holder’s agreement to enter into an underwriting agreement in customary form with abide by the Underwriter(s) selected for such Underwritten Offeringterms of Section 3.6 below.

Piggyback Rights. If the Company or any Demanding Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown Underwriting pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, 2.3.1 then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) Business Days days before the anticipated filing date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringUnderwritten Offering, which notice shall (Aa) describe the amount number and type of securities to be included in such offeringUnderwritten Offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, Underwriters in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.3.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.3.4 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Underwriting. For avoidance of doubt, this Section 2.3.4 shall not apply to a Block Trade or Other Coordinated Offering.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or other benefit planbenefit, (iib) for an exchange offer or offering of securities solely to the Company’s existing stockholders or pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (vd) for filed in connection with an “at the at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vie) for a dividend reinvestment planplan or a rights offering, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution (including whether such registration will be pursuant to a good faith estimate of the proposed maximum offering price of such securitiesshelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Biii) offer to all of the Holders of Registrable Securities (provided that, with respect to the Sponsor Holders and the EarlyBirdCapital Holders, no such notice shall be required to the extent the Registrable Securities of such Holders are included in an effective shelf registration statement in accordance with Section 2.1, if the date the notice is sent to Holders of Registrable Securities is more than three (3) months prior to the expiration of the Lock-Up Period, then the notice is not required to be sent to the Holders of Founder Shares and Merger Shares) the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringin the case of a Block Trade, then within one (1) business day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

Piggyback Rights. If (a) Subject to the Transfer restrictions set forth in Sections 3.1 and 3.2, if, at any time during the period commencing as of the end of the Initial Share Holding Period and ending on the ten-year anniversary of the Closing, the Company proposes to register any of the Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 4.2), it will, at each such time, give prompt written notice to the Managing Registration Rights Holders of its intention to do so and of the Registration Rights Holders’ rights under this Section 4.1. Upon the written request of any Managing Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Managing Registration Rights Holder and all other Registration Rights Holders who are Permitted Transferees of such Managing Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which each Managing Registration Rights Holder has so requested to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any Holder proposes other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to conduct a registered offering ofproceed with the proposed registration of the securities to be sold by it, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering ofor such Initiating Holder may, Equity Securitiesat its election, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering determination to all the Managing Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) if such registration involves an underwritten offering, the Registration Rights Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Company, on the same terms and conditions as any similar securities of apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 4.1(a) involves an underwritten Public Offering, any Registration Rights Holder requesting to be included in such registered offering and registration may elect not to permit the sale register all or other disposition any portion of such Registrable Securities securities in accordance connection with such registration; provided that such Registration Rights Holder gives written notice of such withdrawal to any of the intended method(sManaging Registration Rights Holders, and such Managing Registration Rights Holder delivers such notice to the Company at least ten (10) days prior to the effective date of distribution thereof. The inclusion of any Holder’s Registrable Securities the registration statement filed in a Piggyback Registration shall be subject to connection with such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration.

Piggyback Rights. (a) If at any time following expiration of the Company or any Holder proposes Lockup Period (or, if earlier, such time as the Demand Party exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by if earlier, such time as the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown Demand Party exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any registered offering with respect theretoHolder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.1), other than a an Excluded Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planStatement, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If (i) Following the Company or any Holder effectiveness of the Resale Registration Statement, if Parent proposes to conduct a registered pursue an underwritten offering of, (“Company Offering”) (whether proposed to be offered for sale by Parent or if the Company proposes to file a Registration Statement by any other stockholder of Parent) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (registration on Form S-4 or S-8, or any registered offering with respect thereto) (i) filed in connection with any employee stock option successor or other benefit planforms promulgated for similar purposes) it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the holders of Registrable Securities of its intention to do so and of such holder’s rights under this Section 4.2(c). Upon the written request of any holder made within five business days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder), Parent will, subject to clause (ii) pursuant below and (b)(iv) above, include the Registrable Securities of such holder in the Company Offering; provided that: (A) if, at any time after giving written notice of its intention to pursue a Registration Statement on Form S-4 (or similar form that related Company Offering and prior to a transaction subject the pricing of the offering, Parent shall determine for any reason not to Rule 145 promulgated under proceed with the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or proposed offering of the securities solely to the Company’s existing shareholdersbe sold by it, (iv) for an offering of debt that is convertible into Equity Securities of the CompanyParent may, (v) for an “at the market” or similar registered offering through a brokerits election, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed determination to the holders and, thereupon, Parent shall be relieved of its obligation to include any Registrable Securities in such offering (but not from its obligation to all of pay the Holders Registration Expenses incurred in connection therewith); and (B) the holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by Offering must, upon the managing Underwriter(s) that the inclusion written request of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the priceParent, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Aa) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to include Registrable Securities in a Piggyback Registration an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If (a) In the Company or event that Parent at any Holder time proposes to conduct a registered public underwritten offering ofof shares of Common Stock for cash, whether or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for subject to the last sentence of this Section 5.3(a), it shall at each such time give prompt written notice (the “Piggyback Notice”) to each Holder of its intention to do so, which Piggyback Notice shall specify, to the extent then known, the number of shares of Common Stock to be offered; provided that if Parent has not yet determined the number of shares of Common Stock to be offered, the Piggyback Notice may specify a Demanding Holder or for range of Share numbers that Parent is then contemplating and Parent shall undertake to inform the account of shareholders Holder(s) upon a final determination regarding the size of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which but the initial Piggyback Notice shall be deemed to constitute adequate notice shall (A) describe for purposes of this Agreement. Upon the amount and type written request of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing Holder made within five (5) days Business Days after receipt of the initial Piggyback Notice by such written notice Holder (unless which request shall specify the number of shares of Common Stock intended to be disposed of by such Holder), subject to the other provisions of this Section 5, Parent shall include in such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (all of the shares of Common Stock held by such registered offering, a “Piggyback Registration”), provided, however, that if the Company Holder which Parent has been advised so requested to include. Notwithstanding anything to the contrary contained in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the pricethis Section 5.3, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company Parent shall not be required to offer such opportunity include any shares of Common Stock held by a Holder in any offering pursuant to such Holders any Special Registration or (2) if any Registrable Securities can other form that would not be included in the Underwritten Offering in the opinion available for registration of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringshares of Common Stock.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade or an Other Coordinated Offering (which shall be subject to Section 2.4), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If Subject to Section 2.4.3, following the Company expiration of the applicable Lock-Up Period, if Holdco or any Holder Investor proposes to conduct a registered offering of, or if the Company Holdco proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders of the Company Holdco (or by the Company Holdco and by the shareholders of the Company Holdco including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 or Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the CompanyHoldco, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment plan, or (v) a Block Trade or an Other Coordinated Offering (which shall be subject to Section 2.4), then the Company Holdco shall give written notice of such proposed offering to all of the Holders Investors of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (Aa) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bb) offer to all of the Holders Investors of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders Investors may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company Holdco shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders Investors pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Holdco included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any HolderInvestor’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Investor’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or rights offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Underwritten Shelf RegistrationTakedown, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this Section 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company or If, at any Holder time, La-Man proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (registration under SEC Form S-8 or a successor form), any registered holder or holders of Options or shares of Common Stock representing not less than 51% of all Registerable Securities shall be entitled, on each such occasion, to have any or all of such Registerable Securities owned by them registered and included in such registration statement subject to the provisions hereof. On each such occasion, La-Man shall give written notice to each holder of its intention to effect such registration. Upon the written request of such holders, given within 15 days after receipt of notice from La-Man, that La-Man include their Registerable Securities in the registration statement (which request shall state the number or amount of Registerable Securities to be disposed of), La-Man will use its reasonable best efforts to cause the Registerable Securities which the holder has requested to be registered under the Securities Act in connection with such registration to be registered and to be included in the offering with respect thereto) covered by the registration statement; provided, however, that La-Man shall not be required to effect registration of any securities which: (i) filed in connection with any employee stock option or other benefit planthe reasonable opinion of counsel for La-Man, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated may be sold publicly without registration under the Securities Act or any successor rule thereto)the registration of which is then prohibited under the Securities Act; or (ii) may be sold publicly pursuant to Rule 144 promulgated under the Securities Act. If, (iii) for a rights offering or an exchange offer or offering of securities solely and to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement orextent that, in the case reasonable judgment of an underwritten offering pursuant to a Shelf Registration, La-Man or the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate managing underwriter of the proposed maximum offering price of such securities, and for which the name of the proposed managing Underwriter registration statement has been or Underwritersis to be filed, if any, in such offering, and (B) offer to the offering of some or all of the Holders Securities to be sold for the account of Registrable Securities one or more holders which La-Man has been requested to register pursuant to this Section 6 could unreasonably interfere with or otherwise be disadvantageous in respect of the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered proposed offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by La-Man or the managing Underwriter(sunderwriter, at its option, may require either that (i) that the inclusion of Registrable Securities for sale all La-Man equity securities proposed to be sold for the benefit account of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can La-Man be included in the Underwritten Offering in offering and that the opinion number of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered sold for the accounts account of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter one or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders more holders pursuant to this subsection 3.2.1 Section 6 be reduced proportionately to an aggregate number acceptable to La-Man and the managing underwriter, if any; or (ii) the offering of Registerable Securities for the account of one or more holders be included in a Piggyback Registration on postponed until 120 days after the same terms and conditions as any similar securities effective date of the Company included registration statement (in which case La-Man will keep the registration statement current until at least 180 days after the effective date thereof). In any such registered offering and case, the holders shall have the right to permit the sale or other disposition of withdraw such Registrable Securities in accordance with the intended method(s) of distribution thereof. The request for inclusion of any Holder’s Registrable or all of such Registerable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration statement.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. (a) If at any time following expiration of the Company Lockup Period (or any earlier, if a Holder proposes to conduct a registered offering ofexercises its piggyback registration rights as contemplated by Section 2.4(4) of the Shareholders Agreement), or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time following expiration of the Lockup Period (or earlier, if a Holder exercises its piggyback registration rights as contemplated by Section 2.4(4) of the Shareholders Agreement), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any registered offering with respect thereto) Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided, that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. (a) If at any time following the Company or any Holder proposes Effective Date, subject to conduct a registered offering ofthe Lockup Period, or if the Company proposes to file a Registration Statement register equity Securities under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of shareholders Security holders, it will at each such time give prompt written notice (but in any event at least fifteen (15) days prior to filing) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.2. Upon the written request of any Holder made within ten (10) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all of the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities as soon as practicable in connection with such registration (but not less than ten from its obligation to pay the Registration Expenses incurred in connection therewith) (10) Business Days before and, for the anticipated filing date avoidance of doubt, without prejudice to the rights of Holders to request registration pursuant to Section 2.1 or Section 2.3). Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a registration pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement registration statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall at least two (A2) describe Business Days prior to the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate earlier of the proposed maximum offering price anticipated filing of such securitiesthe “red xxxxxxx” prospectus, if applicable, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringanticipated pricing date.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.2 hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vid) for a dividend reinvestment plan, (e) for a rights offering or (f) filed pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering pursuant to a Shelf RegistrationUnderwritten Offering, the launch date of applicable preliminary “red xxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution (including whether such registration will be pursuant to a good faith estimate of the proposed maximum offering price of such securitiesshelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to subsection 2.3.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder agreement to Section 3.3 and Article IV, shall enter into and comply with an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

Piggyback Rights. If (but without any obligation to do so) the Company or any Holder proposes to register (including for this purpose a registration effected by the Company for holders of capital stock other than the Holders), or a Demanding Holder in accordance with Section 2.1.4 proposes to conduct a registered offer of, or conduct a registered offering of, or if the Company proposes to file a Registration Statement any of its stock under the Securities Act in connection with respect to an the public offering ofof such securities solely for cash, Equity Securitiesor any of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company equity securities (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (registration relating solely to the sale of securities to participants in a Company stock plan or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to covered by Rule 145 promulgated under the Securities Act Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any successor rule thereto), (iii) for registration on any form which does not include substantially the same information as would be required to be included in a rights offering or an exchange offer or offering of securities solely to registration statement covering the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities sale of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planRegistrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities (collectively, the “Piggyback Holders”) as soon as practicable but not less than ten six (106) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Piggyback Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Piggyback Holders may request in writing within five four (54) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Piggyback Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Piggyback Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Piggyback Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If the Company or any Holder proposes Subject to conduct a registered offering ofSection 4.2(d), or if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, register any Shares for its own account, for account (a Demanding Holder “Company Registration”) or for the account of shareholders any Investor possessing demand rights (including in connection with an Investor Registration Demand) (a “Shareholder Registration”) under the Securities Act by registration on Form F-1 or Form F-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to a transaction that is not a public offering within the meaning of Section 4(a)(2) of the Company Securities Act, including a resale under Rule 144A thereunder), it will at such time give prompt written notice to any Investor owning Registrable Securities of its intention to do so, including the anticipated filing date of the Registration Statement and, if known, the number of Shares to be included in such Registration Statement, and of the Investor’s rights under Section 4.2. Upon the written request of a Shareholder (or which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Shareholder and such other information as is reasonably required to effect the registration of such Shares), made as promptly as practicable and in any event within fifteen (15) days after the receipt of any such notice (five (5) days if the Company and by the shareholders of the Company includingstates in such written notice or gives telephonic notice to such Shareholder, without limitationwith written confirmation to follow promptly thereafter, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) stating that (i) such registration will be on Form F-3 and (ii) such shorter period of time is required because of a planned filing date), the Company, subject to Section 4.2(c), shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Shareholders; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any employee stock option reason not to register or other benefit planto delay registration of such securities, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering determination to all of the Holders of Registrable Securities as soon as practicable but not less than ten Shareholders requesting registration under this Section 4.2 (10which such Shareholders will hold in strict confidence) Business Days before the anticipated filing date of such Registration Statement or, and (i) in the case of an underwritten offering pursuant a determination not to a Shelf Registrationregister, the launch date shall be relieved of its obligation to register any Registrable Securities in connection with such offering, which notice shall registration (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate but not from any obligation of the proposed maximum offering price of such securities, and Company to pay the name of the proposed managing Underwriter or Underwriters, if any, Registration Expenses in such offeringconnection therewith), and (Bii) offer in the case of a determination to all of the Holders of delay registering, shall be permitted to delay registering any Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten OfferingSecurities, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of same period as the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities delay in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer registering such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecurities.

Piggyback Rights. If the Company at any time after the Filing Date and prior to the end of the Effectiveness Period proposes to register its Common Shares (or any Holder proposes security which is convertible into or exchangeable or exercisable for Common Shares) under a non-underwritten resale registration statement under the Securities Act, and the Investor’ Registrable Securities are not then subject to conduct a registered offering ofan effective resale registration statement, or if it will, at each such time, give prompt written notice to the Investor of its intention to do so, and Investor shall have the right, upon the written request of such Investor made within twenty days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Investor) to have its Registrable Securities offered in such registration statement. The Company proposes will use its best efforts to file a Registration Statement effect such registration under the Securities Act with respect of all Registrable Securities that the Company has been so requested to an offering ofregister by such Investor, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for to the account of shareholders extent requisite to permit the disposition of the Company (or by Registrable Securities so to be registered; provided that if, at any time after giving written notice of its intention to register any securities and prior to the Company and by the shareholders effective date of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Investor and, thereupon, shall be relieved of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant its obligation to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if register any Registrable Securities can be in connection with such registration (but not from (a) its other obligations included in herein, including the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities obligation to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit register the Registrable Securities requested by the Holders pursuant Securities, or (b) to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as pay any similar securities expenses of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration incurred therewith).

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to and when IIBM shall file a Registration Statement registration statement with the SEC under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or of 1933 (the "Act") for the account sale of shareholders any of the Company (or securities of IIBM, prior to five years from the date hereof, on a form prescribed by the Company and by the shareholders Act which is appropriate for registration for sale of any of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than following securities of IIBM (the "Registerable Securities") held by a Registration Statement (or any Funding Party who is the registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering holder of such securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities as of the Company, (v) date for the proposed filing of the registration statement by IIBM to wit: Class "A" Warrants and the shares of Common Stock underlying the Warrants Class "B" Warrants and the shares of Common Stock underlying the Warrants Shares of Common Stock acquired by a Funding Party on exercise of Class "A" and/or Class "B" Warrants Shares of Common Stock acquired by a Funding Party on conversion of Class "A" and/or Class "B" Warrants Shares of Common Stock acquired by a Funding Party on conversion of an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, IIBM Note then the Company IIBM shall give written notice of such proposed offering thereof to all the holders of the Holders of Registrable Registerable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of prior to such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securitiesfiling, and the name holders of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer Registerable Securities shall have the right to all of the Holders of Registrable Securities the opportunity request to include in such registered offering have included therein such number of Registrable the Registerable Securities as shall be specified in such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”)request, provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for such shares shall not unreasonably interfere with IIBM's registration of its shares and that in no event shall IIBM be obligated (i) to file such registration statement at any time other than during the benefit period ending five years following the date of the Holders will have an adverse effect on the price, timingthis Agreement, or distribution (ii) to keep the prospectus with respect to the Registerable Securities current for any period extending beyond five years from the date of the Equity this agreement. If a Funding Party does not make a request for such registration within twenty days after receipt of notice from IIBM, IIBM shall have no obligation to include any such Registerable Securities in an Underwritten Offeringsuch registration statement, then (1) if no Registrable Securities can be included or in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringfuture registration statement.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or other benefit plan, (iib) for an exchange offer or offering of securities solely to the Company’s existing stockholders or pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (vd) for filed in connection with an “at the at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vie) for a dividend reinvestment planplan or a rights offering, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to the Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as applicable) as soon as practicable but not less than ten (10) Business Days days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution (including whether such registration will be pursuant to a good faith estimate of the proposed maximum offering price of such securitiesshelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Biii) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringin the case of a Block Trade, then within one (1) business day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

Piggyback Rights. (a) If at any time following the Company or any Holder proposes to conduct a registered offering ofexpiration of the Lockup Period, or if the Company proposes to file a Registration Statement register equity Securities under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of shareholders Security holders, it will, at each such time following expiration of the Company (or by Lockup Period, give prompt written notice to the Holders of its intention to do so and of such Holders’ rights under this Section 2.2; provided that the Company and by shall not be obligated to provide the shareholders foregoing notice to the Holders or to effect the registration of Registrable Securities of the Company including, without limitation, an Underwritten Shelf Takedown Holders pursuant to this Section 3.1 hereof2.2 if the Company has previously effected three (3) such registrations for any Holder pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), other than a Registration Statement (or any registered offering with respect thereto) the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) (and, for the avoidance of doubt, in such event, the request of any Holders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the Holders are entitled pursuant to this Section 2.2(a)); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this Section 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company PubCo or any Holder proposes to conduct a registered offering of, or if the Company PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of, of Equity SecuritiesSecurities of PubCo, or securities or other obligations exercisable or exchangeable for, or convertible into Equity SecuritiesSecurities of PubCo, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company PubCo (or by the Company PubCo and by the shareholders stockholders of the Company including, without limitation, PubCo including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof3.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the CompanyPubCo’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principalPubCo, or (viiv) for a dividend reinvestment plan, then the Company PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten three (103) Business Days calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days calendar day after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, ; provided that if each Holder agrees that the Company fact that such a notice has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company delivered shall not be required constitute Confidential Information subject to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders Section 2.2. PubCo shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 3.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into an underwriting agreement in customary form with abide by the Underwriter(s) selected for such Underwritten Offeringterms of Section 3.6 below.

Piggyback Rights. If the Company or any Holder proposes Subject to conduct a registered offering ofSection 5.2(c) and Section 5.2(d), or if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, register any Shares for its own account, for account (a Demanding Holder “Company Registration”) or for the account of shareholders any shareholder of the Company possessing demand rights (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed including in connection with any employee stock option or other benefit plan, an Investor Registration Demand) (iian “Investor Registration”) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act by registration on Form F-1 or Form F-3 or any successor rule thereto), or similar form(s) (iiiexcept registrations on any such Form or similar form(s) solely for a rights offering or an exchange offer or offering registration of securities solely to the Company’s existing shareholdersin connection with an employee benefit plan, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planplan or a merger or consolidation, then or incidental to a transaction that is not a public offering within the Company shall meaning of Section 4(a)(2) of the Securities Act, including a resale under Rule 144A thereunder), it will at such time give prompt written notice of such proposed offering to all of the Holders of any Shareholder owning Registrable Securities as soon as practicable but not less than ten (10) Business Days before of its intention to do so, including the anticipated filing date of such the Registration Statement orand, in the case of an underwritten offering pursuant to a Shelf Registrationif known, the launch date number of such offering, which notice shall (A) describe the amount and type of securities Shares to be included in such offeringRegistration Statement, the intended method(s) of distribution, a good faith estimate and of the proposed Shareholder’s rights under this Section 5.2. Upon the written request of an Investor (which request shall specify the maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities intended to be disposed of by such Investor and such other information as is reasonably required to effect the registration of such Holders may request Shares), made as promptly as practicable and in writing any event within fifteen (15) days after the receipt of any such notice (five (5) days after receipt of if the Company states in such written notice or gives telephonic notice to such Investor, with written confirmation to follow promptly thereafter, stating that (unless i) such offering registration will be on Form F-1 or Form F-3 and (ii) such shorter period of time is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, required because of a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(splanned filing date), the Company shall not be required Company, subject to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sSection 5.2(c), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause effect the managing Underwriter registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, a majority of the Independent Supervisory Directors (including an Independent Supervisory Director who has been nominated by the Managing Shareholders) in its good-faith judgment shall determine for any reason not to register or Underwriters to delay registration of any securities in connection with a Company Registration or an Investor Registration, the Supervisory Board shall give written notice of such determination to the Investors requesting registration under this Section 5.2 (which such Investors will hold in strict confidence) and (i) in the case of a proposed Underwritten Offering determination not to permit register, the Company shall be relieved of its obligation to register any Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as connection with such registration (but not from any similar securities obligation of the Company included to pay the Registration Expenses in such registered offering connection therewith), and (ii) in the case of a determination to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration delay registering, shall be subject permitted to delay registering any Registrable Securities, for the same period as the delay in registering such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringother securities.

Piggyback Rights. If at any time following the Company date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or any Holder proposes to conduct a registered offering of, or if more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to file a Registration Statement register any shares of Common Stock under the Securities 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, of Common Stock by the Company for its own account, for a Demanding Holder account or for the account of shareholders any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than eight (8) Trading Days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (or by the Company and by the shareholders 10) days after receipt of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersnotice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), (iv) for an offering when added to the number of debt that is convertible into Equity Securities of other securities to be offered in such registration by the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planwould materially adversely affect such offering, then the Company shall give written notice of include in such proposed offering registration, to all the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities as soon as practicable but not less than ten (10) Business Days before subject to registration rights owned by each holder requesting inclusion in relation to the anticipated filing date number of such Registration Statement orRegistrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in if such registration involves an underwritten public offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or UnderwritersHolders must sell their Registrable Securities to, if anyapplicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) offer if, at any time after giving written notice of its intention to all register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities the opportunity to include in connection with such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), registration; provided, however, that if nothing contained in this Section 6(e) shall limit the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the priceCompany’s liabilities and/or obligations under this Agreement, timingincluding, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)without limitation, the Company shall not be required obligation to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(spay liquidated damages under Section 2(d), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. (a) If at any time following expiration or waiver of the Company or any Holder proposes to conduct a registered offering ofLockup Period, or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement registration on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act S-8, or any successor rule thereto), (iii) or other forms promulgated for a rights offering similar purposes or an exchange offer or offering of securities any registration statement filed solely to the Company’s existing shareholders, (iv) for an offering cover resales of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent Common Stock received by Persons upon redemption or distribution agent, whether as agent in respect of outstanding BGLH Units or principal, or resales of Common Stock received by Persons upon exchange of outstanding OP Units (viincluding OP Units received upon exchange of outstanding OPEU Units) for in a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, manner which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion would permit registration of Registrable Securities for sale for to the benefit public under the Securities Act, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders will have an adverse effect on of its intention to do so and of such Holder’s rights under this Section 2.1. For the priceavoidance of doubt, timing, to the extent such registration is being effected pursuant to the exercise of a demand right pursuant to Sections 2.2(a) or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s2.2(e), the Company shall not be required obligated to offer provide such opportunity notice to the Demand Party or its Affiliates. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price and underwriter’s discount or commissions is determined with the managing underwriter or underwriters; (2ii) if if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities can in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Sections 2.2(a) or 2.2(e); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the Underwritten Offering in registration must, upon the opinion written request of the managing Underwriter(s)Company, then the amount of sell its Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings; provided that, in the case of Piggyback Synthetic Secondary, each Holder of Registrable Securities requesting to be included in the registration must, upon the written request of the Company included in such registered offering and to permit the sale or other disposition of such Company, sell its Registrable Securities to the Company in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingSection 2.1(e).

Piggyback Rights. If the Company or at any Holder proposes to conduct a registered offering of, or if time during the Company ---------------- Supplemental Rights Period proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of, Equity Securities, or securities or of Shares solely for cash (other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for than under a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown shelf Registration Statement filed pursuant to Section 3.1 hereof), other than 1.1 hereof or a Registration Statement (or any registered offering with respect thereto) registration statement (i) filed on Form S-8 or any successor form to such Form or in connection with any employee stock option or other director welfare, benefit or compensation plan, (ii) pursuant in connection with a rights offering exclusively to a Registration Statement on Form S-4 existing holders of Common Shares or an offering solely to employees of the Company or its subsidiaries or (or similar form that related iii) relating to a transaction subject pursuant to Rule 145 promulgated under of the Securities Act or any successor rule thereto), (iiiAct) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such the proposed offering registration to the Trust not later than thirty (30) days prior to the filing thereof. The Trust shall have the right to request that all or any part of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to Shares be included in such offering, the intended method(s) of distribution, a good faith estimate of registration by giving written notice to the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and Company within fifteen (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (515) days after receipt the giving of such written the notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), by the Company; provided, however, that (A) if the registration relates to an -------- ------- underwritten primary offering on behalf of the Company has been advised in writing by and the managing Underwriter(s) underwriters of the offering determine in good faith that the inclusion aggregate amount of securities of the Company which the Trust and the Company propose to include in the registration statement exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, first, the securities which the Company proposes to sell, second, pro rata, the securities of any prior holders of piggyback registration rights, and third, pro rata, the Registrable Securities for sale Shares of the Trust, (B) if the registration is an underwritten secondary registration on behalf of any security holders of the Company (including the Trust) and the managing underwriters determine in good faith that the aggregate amount of securities which the Trust, such security holders and any prior holders of piggyback registration rights propose to include in the registration exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, first, the securities to be sold for the benefit account of those holders who demanded the registration, second, pro rata, the securities of any prior holders of piggyback registration rights, third, pro rata, the Registrable Shares of the Holders will Trust, if the Trust did not exercise its demand registration rights and fourth, pro rata, other securities to be sold for the account of other holders electing to include securities in the registration. (It is understood, however, that the underwriters shall have an adverse effect on the price, timing, or distribution right to terminate entirely the participation therein of the Equity Securities Trust if the underwriters eliminate entirely the participation in the registration of all the other holders at a parity with the Trust electing to include (but not being entitled to demand inclusion of) securities in the registration because it is not practicable to include such securities in the registration.) If the registration is not an Underwritten Offeringunderwritten registration, then (1) if no all of the Registrable Securities can Shares requested to be included in the Underwritten Offering registration shall be included. Registrable Shares proposed to be registered and sold pursuant to an underwritten offering for the account of the Trust shall be sold to prospective underwriters selected by such holders and approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company, the Trust and any other holders demanding registration and the prospective underwriters. Registrable Shares need not be included in any Registration Statement pursuant to this provision if in the opinion of the managing Underwriter(s), counsel to the Company shall reasonably acceptable to the Trust (a copy of which opinion is delivered to the Trust) registration under the Securities Act is not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion for public distribution of the managing Underwriter(s), then the amount of Registrable Securities Shares without limitation as to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter number or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringvolume.

Piggyback Rights. (a) If the Company or at any Holder proposes to conduct a registered offering oftime, or if the Company proposes to file a Registration Statement register any Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (registration on Form S-4 or S-8, or any registered offering with respect theretosuccessor or other forms promulgated for similar purposes), it will, at each such time, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If Nasdaq at any time after the Company Registration Date hereof proposes to register its Common Stock (or any Holder proposes to conduct a registered offering of, security which is convertible into or if the Company proposes to file a Registration Statement exchangeable or exercisable for Common Stock) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes), whether or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for a Demanding it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Article II. Subject to Section 2.8, upon the written request of any such Holder or for made within ten (10) days after the account receipt of shareholders any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Nasdaq will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities (in the form of Common Stock) which Nasdaq has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant Registrable Securities so to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Nasdaq shall determine for any employee stock option or other benefit plan, (ii) pursuant reason not to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under proceed with the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities proposed registration of the Companysecurities to be sold by it, (v) for an “Nasdaq may, at the market” or similar registered offering through a brokerits election, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Nasdaq’s registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Nasdaq on the same terms and conditions as apply to Nasdaq, with such differences, including any similar securities with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2.2 involves an underwritten public offering, any Holder of the Company Registrable Securities requesting to be included in such registered offering and registration may elect, in writing prior to permit the sale or other disposition effective date of the registration statement filed in connection with such Registrable Securities registration, not to register such securities in accordance connection with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration.

Piggyback Rights. If the Company or Subject to Section 2.4.3, if any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder or for the account of shareholders one or more stockholders of the Company (or by the Company and by the shareholders one or more stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment planplan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. For the avoidance of doubt, Piggyback Registration shall not be available where the Company proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act solely with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, to be issued by the Company on a primary basis.

Piggyback Rights. If (a) Subject to the Transfer restrictions set forth in Sections 3.1 and 3.2, if, at any time during the period commencing as of the end of the Initial Share Holding Period and ending on the ten-year anniversary of the Closing, the Company proposes to register any of the Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 4.2), it will, at each such time, give prompt written notice to the Managing Registration Rights Holders of its intention to do so and of the Registration Rights Holders' rights under this Section 4.1. Upon the written request of any Managing Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Managing Registration Rights Holder and all other Registration Rights Holders who are Permitted Transferees of such Managing Registration Rights Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which each Managing Registration Rights Holder has so requested to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any Holder proposes other holder of securities that initiated such registration (an "Initiating Holder") shall determine for any reason not to conduct a registered offering ofproceed with the proposed registration of the securities to be sold by it, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering ofor such Initiating Holder may, Equity Securitiesat its election, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering determination to all the Managing Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) if such registration involves an underwritten offering, the Registration Rights Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Company, on the same terms and conditions as any similar securities of apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 4.1(a) involves an underwritten Public Offering, any Registration Rights Holder requesting to be included in such registered offering and registration may elect not to permit the sale register all or other disposition any portion of such Registrable Securities securities in accordance connection with such registration; provided that such Registration Rights Holder gives written notice of such withdrawal to any of the intended method(sManaging Registration Rights Holders, and such Managing Registration Rights Holder delivers such notice to the Company at least ten (10) days prior to the effective date of distribution thereof. The inclusion of any Holder’s Registrable Securities the registration statement filed in a Piggyback Registration shall be subject to connection with such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration.

Piggyback Rights. (a) If at any time following expiration of the Company or Lockup Period (or, if earlier, such time as any Holder proposes exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes or exchangeable forany registration statement filed solely to cover issuances of Common Stock upon exchange of outstanding Subsidiary Interests) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by the Company and by the shareholders of the Company includingif earlier, without limitation, an Underwritten Shelf Takedown such time as any Holder exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any registered offering with respect theretoHolder made within ten (10) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, any Holder may elect to withdraw all or part of its Registrable Securities from such registration statement by giving written notice to the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with request to withdraw within three (3) Business Days after receipt of written notice that the intended method(seffective date of such registration statement is anticipated to be within five (5) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingBusiness Days.

Piggyback Rights. If at any time after the Company or any Holder proposes to conduct a registered offering of, or if Closing the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 Sections 2.1 and 2.2 hereof)) on a form that would permit registration of Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade, (vi) an Other Coordinated Offering, or (vii) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering pursuant to a Shelf RegistrationUnderwritten Offering, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringnotice; provided, then one (1) daythat, in each casethe case of an “overnight” or “bought” offering, such requests must be made by the Holders within three (3) Business Days after delivery of any such notice by the Company (such registered offering, Registration a “Piggyback Registration”), ; provided, howeverfurther, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities Common Stock in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2Section 2.3.2. The Subject to Section 2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.3.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.3.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form, which form shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If at any time prior to the Company or any Holder proposes third anniversary date of this Agreement, Michxxx xxxposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register Equity Securities under the Securities Act Act, in connection with respect to an a public offering of, of Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Securities for its own account, account solely for a Demanding Holder or for the account of shareholders of the Company cash (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (registration on Form S-4 or S-8 or any registered offering successor form thereof) in a manner that would permit registration of all or a portion of the Registrable Securities owned by the Shareholders, Michxxx xxxl give prompt notice thereof to the Shareholders. Upon written notice of any Shareholder to Michxxx xxxeived within fifteen (15) days after delivery of notice of the proposed ------------ * The confidential portion has been so omitted and filed separately with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) the Securities and Exchange Commission pursuant to a Registration Statement on Form S-4 (or similar form that related request for confidential treatment under Rule 24(b)-2 of the Securities Act of 1934. offering by Michxxx, Xxxxxxx xxxl use its best efforts to a transaction subject to Rule 145 promulgated effect the registration of the Registrable Securities covered by such notice under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), Act; provided, however, that if Michxxx xxxll have the Company has been advised right to abandon the registration in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company its entirety at any time and shall not be required to offer such opportunity to such Holders or (2) if any register Registrable Securities can be included if the underwriters in any underwritten offering reasonably object to the inclusion of such shares in the Underwritten Offering registration, and provided further, that in any underwritten offering, the Shareholders participating in the opinion of the managing Underwriter(s), then the amount of registration agree to sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as any similar securities apply to Michxxx, xxth such differences as customarily apply in combined primary and secondary offerings of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingEquity Securities.

Piggyback Rights. If If, pursuant to the Company or any Holder Registration Rights Agreement, the Registering Entity proposes to conduct a registered offering ofregister for sale any of its equity securities, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give deliver written notice (the “LLC Piggyback Notice”) to each of the Members regarding such proposed offering registration (such LLC Piggyback Notice to all include the number of equity securities that the Registering Entity proposes to register in such registration (the “Incidental Holdings Shares”). Such LLC Piggyback Notice shall set forth the principal terms and conditions of the Holders issuance, including the proposed offering price (or range of Registrable Securities as soon as practicable but not less than ten (10offering prices) Business Days before and the anticipated filing date of the registration statement. Within 5 Business Days of such Registration Statement orMembers’ receipt of the LLC Piggyback Notice, if the Piggyback Investors determine to exercise, on behalf of the Company, the “piggyback rights” in whole or in part, then the Piggyback Investors shall deliver a joint written instruction (the “Piggyback Response Instruction”) to the Company stating that such Piggyback Investors have elected to exercise the “piggyback rights” on behalf of the Company, such notice to include (x) the amount of LLC Owned Shares that such Piggyback Investors have elected to include in such “piggyback” registration plus (y) a number of LLC Owned Shares equal to the product of (1) the aggregate number of Individual Attributable Common Shares held by all Members (other than the Piggyback Investors electing to exercise the “piggyback rights” on behalf of the Company) and (2) the Individual Demand Percentage applicable to such registration as set forth in the case Piggyback Response Instruction. Upon receipt by the Company of an underwritten offering pursuant to a Shelf RegistrationPiggyback Response Instruction, the launch date of Company shall promptly (i) deliver a written notice to each other Member regarding such offering, which proposed registration (such notice shall (A) describe to include the amount of LLC Owned Shares that the Piggyback Investors have elected to include in such “piggyback” registration, and type the corresponding number of securities LLC Owned Shares relating to each other Member which will be included in such offering“piggyback” registration (the “Individual Piggyback Shares”)) and (ii) deliver a notice to the Registering Entity, which shall include the intended method(s) request to register and sell publicly the aggregate number of distribution, a good faith estimate of LLC Owned Shares indicated in the proposed maximum offering price of such securities, Piggyback Response Instruction and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such aggregate number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in LLC Owned Shares relating to each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders other Member which will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and “piggyback” registration. The Company shall use its commercially reasonable efforts to cause distribute the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities proceeds of the Company sale of any Individual Piggyback Shares that are included in such registered offering and “piggyback” registration to permit the sale or other disposition of such Registrable Securities Members in accordance with the intended method(s) of distribution thereofArticle IX. The inclusion Members acknowledge and agree that any cutbacks or other restrictions on any “piggyback” registration under the Registration Rights Agreement will affect each of any Holder’s Registrable Securities in the Members on a Piggyback Registration shall be subject pro rata basis (based on the number of Individual Attributable Common Shares then related to each such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingMember).

Piggyback Rights. (a.) If at any time following the Company or any Holder proposes to conduct a registered offering ofexpiration of the Lockup Period, or if the Company proposes to file a Registration Statement register equity Securities under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable or exchangeable forforms promulgated for similar purposes), or convertible into Equity Securities, whether for its own account, for a Demanding Holder account or for the account of shareholders Security holders, it will, at each such time following expiration of the Company (or by Lockup Period, give prompt written notice to the Holders of its intentions and of such Holders' rights under this Section 2.2; provided that the Company and by shall not be obligated to provide the shareholders foregoing notice to Holders or to effect the registration of Registrable Securities of the Company including, without limitation, an Underwritten Shelf Takedown Holders pursuant to this Section 3.1 hereof2.2 if the Company has previously effected three (3) such registrations for any Holders pursuant to this Section 2.2. Subject to the foregoing proviso, upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), other than a Registration Statement (or any registered offering with respect thereto) the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all of the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities as soon as practicable in connection with such registration (but not less than ten from its obligation to pay the Registration Expenses incurred in connection therewith) (10) Business Days before and, for the anticipated filing date avoidance of such Registration Statement ordoubt, in the case of an underwritten offering pursuant to a Shelf Registrationsuch event, the launch date request of such offering, which notice shall (A) describe the amount and type of securities any Holders to be included in such registration shall not be counted for purposes of determining the number of requests for registration to which the Holders are entitled pursuant to this Section 2.2(a)); and (ii) if such registration involves an underwritten offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer Holders requesting to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Company on the same terms and conditions as apply to the Company, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. (a) If at any time following expiration or waiver of the Company or any Holder proposes to conduct a registered offering ofLockup Period, or if the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement registration on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act S-8, or any successor rule thereto), (iiior other forms promulgated for similar purposes) for in a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, manner which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion would permit registration of Registrable Securities for sale for to the benefit public under the Securities Act, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders will have an adverse effect on of its intention to do so and of such Holder’s rights under this Section 2.1. For the priceavoidance of doubt, timing, or distribution to the extent such registration is being effected pursuant to the exercise of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sa demand right pursuant to Section 2.2(a), the Company shall not be required obligated to offer provide such opportunity notice to the Demand Party or its Affiliates. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) any Holder shall have the right to withdraw such Holder’s request for inclusion of any of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.1(a) by giving written notice to the Company of such withdrawal, provided, that, in the case of any underwritten offering, written notice of such withdrawal must be given to the Company prior to the time at which the offering price and underwriter’s discount is determined with the managing underwriter or underwriters; (2ii) if if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities can in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of the Demand Party to request that such registration be effected as a registration under Section 2.2(a); and (iii) subject to clause (i), if such registration involves an underwritten offering, each Holder of Registrable Securities requesting to be included in the Underwritten Offering in registration must, upon the opinion written request of the managing Underwriter(s)Company, then the amount of sell its Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiiv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principaldividend reinvestment plan, or (vi) for a dividend reinvestment planBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.2.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this Section 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If Endo LLC, pursuant to that certain Registration Rights agreement, dated as of July 17, 2000, by and between the Company and Endo LLC, demands that the Company register any of its shares of Common Stock or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement other of its common equity securities under the Securities Act for sale for cash to the public under the Act (a “Demand Registration”), then Endo LLC will at such time make reasonable efforts to give prompt written notice to each Offeree of its intention to do so (the Piggyback Notice”) and of the rights of such Offeree under this Section 5.6(b), 5 business days after the Company’s filing of the registration statement relating to the Demand Registration. In such Piggyback Notice, Endo LLC shall waive any transfer restrictions under Section 1.1 hereof with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account Offerees’ shares of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed Common Stock solely in connection with any employee stock option or other benefit planthe Demand Registration. Furthermore, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange such Piggyback Notice shall offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of each such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities Offeree the opportunity to include in such registered offering registration statement such number of Registrable Securities shares of Common Stock as such Holders Offeree may request, in accordance with this Section 5.6(b). Upon the written request in writing of an Offeree made within five (5) 10 days after the receipt of such written notice a Piggyback Notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”which request shall specify the number of shares of Common Stock intended to be disposed of and the intended method of disposition thereof), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders Endo LLC will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Company to effect, in connection with the registration of a proposed Underwritten Offering the securities held by Endo LLC (the “LLC Shares”), the registration of all of the Shares requested to be included by all of the Offerees (collectively, the “Offeree Shares”), to the extent required to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities (in accordance with the such intended method(smethods of disposition) of distribution thereof. The inclusion such shares of any Holder’s Registrable Securities in a Piggyback Registration shall Common Stock so requested to be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.registered, provided that:

Piggyback Rights. If If, at any time on or after the Company or any Holder proposes to conduct a registered offering ofdate hereof, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iviii) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment plan, or (v) for a Block Trade, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by of the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If at any time after the Company or any Holder proposes to conduct a registered offering of, or if date of this Agreement the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 Sections 2.1 and 2.2 hereof)) on a form that would permit registration of Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit planplan on Form S-8 (or other successor registration statement form thereof), (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for a dividend reinvestment plan, or (iv) pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering filing to all of the Holders Holder of Registrable Securities and the holders of other equity securities that the Company is obligated to register in a Registration (collectively, the “Other Holders”) as soon as practicable but not less than ten five (105) Business Days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registrationshelf Registration Statement, the launch date of applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders Holder of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders Holder may request in writing within five (5) days after receipt of such written notice; provided, that, the Holder agrees that the fact that such a notice (unless such offering is an overnight or bought Underwritten Offeringhas been delivered shall constitute material non-public confidential information; provided, then one (1) dayfurther, in each casethe case of an “overnight” or “bought” offering, such requests must be made by the Holder within two (2) Business Days after delivery of any such notice by the Company (such registered offering, Registration a “Piggyback Registration”), ; provided, howeverfurther, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holder and the securities of Other Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities Common Stock in an Underwritten Offering, then (1) if no Registrable Securities or securities of Other Holders can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holder or the Other Holders or (2) if any Registrable Securities or securities of Other Holders can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders the Holder shall be determined based on the provisions of subsection 3.2.2Section 2.3.2. The Subject to Section 2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders Holder pursuant to this subsection 3.2.1 2.3.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Holder proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.3.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form, which form shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders stockholders of the Company (or by the Company and by the shareholders stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or other benefit planbenefit, (iib) for an exchange offer or offering of securities solely to the Company’s existing stockholders or pursuant to a Registration Statement on Form S-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (vd) for filed in connection with an “at the at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vie) for a dividend reinvestment planplan or a rights offering, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution (including whether such registration will be pursuant to a good faith estimate of the proposed maximum offering price of such securitiesshelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Biii) offer to all of the Holders of Registrable Securities (provided that, with respect to the Initial Holders and the EarlyBirdCapital Holders, no such notice shall be required to the extent the Registrable Securities of such Holders are included in an effective shelf registration statement in accordance with Section 2.1, if the date the notice is sent to Holders of Registrable Securities is more than three (3) months prior to the expiration of the Lock-Up Period, then the notice is not required to be sent to the Holders of Founder Shares and Merger Shares) the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringin the case of a Block Trade, then within one (1) business day, in each case) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company or the Holders as provided in subsection 2.1.3 or subsection 2.2.3, as applicable. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

Piggyback Rights. If the Company or at any Holder proposes to conduct a registered offering of, or if time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 Sections 2.1 and 2.2 hereof)) on a form that would permit registration of Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iviii) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (viiv) for a dividend reinvestment plan, (v) a Block Trade, (vi) an Other Coordinated Offering, or (vii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering pursuant to a Shelf RegistrationUnderwritten Offering, the launch date of applicable “red xxxxxxx” Prospectus or Prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringnotice; provided, then one (1) daythat, in each casethe case of an “overnight” or “bought” offering, such requests must be made by the Holders within three (3) Business Days after delivery of any such notice by the Company (such registered offering, Registration a “Piggyback Registration”), ; provided, howeverfurther, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in Ordinary Shares in, or the probability of success of, an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2Section 2.3.2. The Subject to Section 2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.3.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.3.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form, which form shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date the Company or any Holder proposes to conduct consummates a registered offering ofBusiness Combination, or if the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, Underwritten Offering for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering action to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringpracticable, which notice shall (Aa) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to include Registrable Securities in a Piggyback Registration an Underwritten Offering under this subsection 2.2.1 shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingCompany, without limitation, including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.4), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vid) for a dividend reinvestment planplan or (e) for a rights offering, then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten fifteen (1015) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable preliminary “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (Ax) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters(s), if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to subsection 2.7.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.7.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering.

Piggyback Rights. If at any time after the Company or any Holder proposes to conduct a registered offering of, or if one year anniversary of this Agreement the Company proposes to file register (whether in a Registration Statement primary offering pursuant to which the Company is selling securities or in a registration effected by the Company for its stockholders other than the Holders) any of its stock or other securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or the public offering of such securities (other benefit planthan an Unrelated Registration Statement), (ii) pursuant to a and at such time there is not an effective Registration Statement on Form S-4 covering all of the Registrable Securities then held by the Holders, the Company shall, at such time, promptly give the Holders written notice of such registration. Upon the written request of the Holders given within twenty (or similar form that related 20) calendar days after mailing of such notice by the Company, the Company shall cause to a transaction subject to Rule 145 promulgated be registered under the Securities Act or any successor rule thereto)all of the Registrable Securities that the Holders have requested to be registered; provided that if the total number of securities, (iii) for a rights offering or an exchange offer or offering including Registrable Securities requested to be included by the Holders in such offering, exceeds the amount of securities solely to be sold that the Company’s existing shareholders, (iv) for an offering of debt that underwriters determine in their reasonable discretion is convertible into Equity Securities compatible with the success of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planoffering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity required to include in such registered the offering such only that amount of securities, including Registrable Securities, which the underwriters determine will not jeopardize the success of the offering; provided that the number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten OfferingSecurities, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of XXX Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such and VLL Registrable Securities to be included in such Piggyback Registration and offering shall use its commercially reasonable efforts to cause in no event be less than twenty-five percent of the managing Underwriter or Underwriters total offering. The Holders, the holders of a proposed Underwritten Offering to permit the XXX Registrable Securities requested by and the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities holders of VLL Registrable Securities shall share such portion of the Company included in such registered Company’s offering and allocated to permit selling stockholders on a pro rata basis based upon their relative ownership of the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any HolderCompany’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringoutstanding stock carrying piggyback registration rights.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown Underwriting pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, 2.3.1 then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) Business Days days before the anticipated filing date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringUnderwritten Offering, which notice shall (Aa) describe the amount and type of securities to be included in such offeringUnderwritten Offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, Underwriters in such offering, and (Bb) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to Section 2.3.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.3.4 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Underwriting. For avoidance of doubt, this Section 2.3.4 shall not apply to a Block Trade or Other Coordinated Offering.

Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesequity securities, for its own account, for a Demanding Holder account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingCompany, without limitation, including an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.4), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iiib) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vid) for a dividend reinvestment planplan or (e) for a rights offering, then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten fifteen (1015) Business Days days before the anticipated filing date of such Registration Statement Statement, or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable preliminary “red xxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (Ax) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (By) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offeringRegistration, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s). Subject to subsection 2.7.2, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 2.7.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The In the event of any Underwritten Offering, the inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering.

Piggyback Rights. If Subject to Section 7, at any time and from time to time after the Company or any Holder proposes to conduct a registered offering ofClosing Date, or if the Company proposes to (A) file a Registration Statement registration statement under the Securities Act with respect to an offering of, of Equity Securities, Securities of the Company or securities or other obligations exercisable or exchangeable for, for or convertible into Equity SecuritiesSecurities of the Company (other than a form not available for registering the resale of the Registrable Securities to the public), for its own account, for a Demanding Holder account or for the account of shareholders a stockholder of the Company that is not a party to this Agreement, or (or by the Company and by the shareholders B) conduct an offering of Equity Securities of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option securities or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (obligations exercisable or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act exchangeable for or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, for its own account or for the account of a stockholder that is not a party to this Agreement (vsuch offering referred to in clause (A) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for B), a dividend reinvestment plan“Piggyback Offering”), then the Company shall promptly give written notice (the “Piggyback Notice”) of such proposed offering Piggyback Offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice Rights Parties. The Piggyback Notice shall (A) describe include the amount and type of securities to be included in such offering, the intended method(s) expected date of distribution, a good faith estimate commencement of the proposed maximum offering price of such securities, marketing efforts and the name of the any proposed managing Underwriter or Underwriters, if any, in such offering, underwriter and (B) shall offer to all of the Holders of Registrable Securities Registration Rights Parties the opportunity to include in such registered offering Piggyback Offering such number amount of Registrable Securities as such Holders each Registration Rights Party may request request. Subject to Section 2(c)(ii) and Section 2(c)(iv), the Company will include in writing each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within five (5) ten days after receipt the date the Piggyback Notice is given (provided that, in the case of a block trade or a Bought Deal, such written notice (unless such offering requests for inclusion must be received within one Business Day after the date the Piggyback Notice is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”given), ; provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the pricethat, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten case of a Piggyback Offering in the opinion form of the managing Underwriter(s)a “takedown” under a Shelf Registration Statement, the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to are covered by an existing and effective Shelf Registration Statement that may be included in such Piggyback Registration utilized for the offering and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters sale of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in offered. All Registration Rights Parties proposing to distribute their securities through a Piggyback Registration on the same terms and conditions Offering, as any similar securities a condition for inclusion of the Company included in such registered offering and to permit the sale or other disposition of such their Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration therein, shall be subject to such Holder agreement agree to enter into an underwriting agreement with the Underwriters for such Piggyback Offering; provided, however, that the underwriting agreement is in customary form with the Underwriter(s) selected for such Underwritten Offeringform.

Piggyback Rights. If the Company or any Holder New PubCo proposes to conduct (but without any obligation to do so) register (including for this purpose a registered offering of, or if registration effected by New PubCo for holders of Ordinary Shares other than the Company proposes to file a Registration Statement Holders) any of its securities under the Securities Act in connection with respect to an the public offering of, Equity Securities, or of such securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, solely for its own account, for a Demanding Holder or for the account of shareholders of the Company cash (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (registration relating solely to the sale of securities to participants in a New PubCo stock plan or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to covered by Rule 145 promulgated under the Securities Act Act, a registration in which the only stock being registered is Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any successor rule theretoregistration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company New PubCo shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days calendar days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf Registration, the launch date of applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) calendar days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company New PubCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Section 2.2.1 to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company New PubCo included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything to the contrary, the Holders shall have no rights under this Section 2.2.1 if the registration statement New PubCo proposes to file is solely for purposes of a delayed or continuous offering pursuant to Rule 415 under the Securities Act and, at the time of the filing of such registration statement, New PubCo is in compliance with its obligations under Section 2.1.

Piggyback Rights. If (a) Each time the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes is planning to file a Registration Statement registration statement under the Securities Act in connection with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account sale of shareholders of Common Stock by (i) the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with a registration statement on Forms S-4 or S-8 or any employee stock option similar or other benefit plan, successor form) or (ii) pursuant to a Registration Statement on Form S-4 WMC Holding (the Company or similar form that related to a transaction subject to Rule 145 promulgated under WMC Holding in such case, the Securities Act or any successor rule thereto"Initiating Party"), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall will give prompt written notice of such proposed offering thereof to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Glenayre and its Permitted Transferees at least 20 Business Days before prior to the anticipated filing date of such Registration Statement or, in registration statement. Upon the case written request of an underwritten offering pursuant to a Shelf Registration, Glenayre and any Permitted Transferee made within 10 Business Days after the launch date receipt of any such offeringnotice from the Company, which notice shall request will specify the Registrable Securities (A) describe the amount and type such securities, together with any other shares of securities Common Stock requested to be included in such offeringregistration statement by any other Person pursuant to similar registration rights, the "Piggy-Back Shares") intended method(s) to be disposed of distribution, a good faith estimate of the proposed maximum offering price of by Glenayre or such securities, and the name of the proposed managing Underwriter or Underwriters, if any, Permitted Transferee in such offering, and (B) offer the Company will use reasonable efforts to effect the registration under the Securities Act of all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if Piggy-Back Shares which the Company has been advised in writing so requested to register by Glenayre or such Permitted Transferee to the managing Underwriter(s) that extent required to permit the inclusion of Registrable Securities for sale for the benefit disposition of the Holders will have an adverse effect on Piggy-Back Shares so registered; provided, that (x) if, at any time after giving written notice of its intention to register any securities and prior to the price, timing, or distribution effective date of the Equity Securities registration statement filed in an Underwritten Offeringconnection with such registration, then (1) if no Registrable Securities can be included in any Initiating Party determines for any reason not to proceed with the Underwritten Offering in the opinion of the managing Underwriter(s)proposed registration, the Company shall not may at its election give written notice of such determination to each holder of Piggy-Back Shares and thereupon will be required relieved of its obligation to offer register any Piggy-Back Shares in connection with such opportunity to such Holders or registration, (2y) if any Registrable Securities can be included in such registration involves an underwritten offering, each such holder must sell its shares to the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as any similar securities of apply to the Initiating Parties and (z) the Company included in shall have no obligation to register Class B Common Stock and may instead cause all such registered offering and shares of Class B Common Stock that are Piggy-Back Shares to permit the sale be converted into or exchanged for an equal number of shares of Class A Common Stock immediately prior to such registration (after giving effect to any adjustment that may be necessary or appropriate as a result of any conversion or exercise of any warrant, right, option or other disposition convertible security issuable in respect of Class A Common Stock or Class B Common Stock or as a dividend or other distribution with respect to, or in exchange for, or in replacement of, or by way of a stock split of, such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingCommon Stock).

Piggyback Rights. If (a) Subject to the Company or any Holder terms and conditions hereof, whenever Monsoon proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) registration by Monsoon (i) filed in connection with on a registration statement on Form F-4 or any employee stock option successor form, a registration statement on Form S-8 or other benefit plan, any successor form or (ii) pursuant to Section 2.01 or 2.03) (a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto“Piggyback Registration”), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company Monsoon shall give the Shareholders prompt written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable thereof (but not less than ten (10) Business Days before prior to the anticipated filing by Monsoon with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed lead or co-managing underwriter(s) (if any and if known), and a good faith estimate by Monsoon of the proposed minimum offering price of such securities. Upon the written request of a Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Shareholder) given within ten (10) Business Days after such Piggyback Notice is sent to such Shareholder, but in any event not later than one Business Day prior to the filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Piggyback Registration, Monsoon, subject to the launch date terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such offering, Registrable Securities held by Shareholders with respect to which notice shall (A) describe the amount and type of securities Monsoon has received such written requests for inclusion to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar Monsoon’s securities of the Company included being sold in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingRegistration.

Piggyback Rights. If Nasdaq at any time after the Company Registration Date hereof proposes to register its Common Stock (or any Holder proposes to conduct a registered offering of, security which is convertible into or if the Company proposes to file a Registration Statement exchangeable or exercisable for Common Stock) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes), whether or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for a Demanding it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Article II. Upon the written request of any such Holder or for made within twenty (20) days after the account receipt of shareholders any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Nasdaq will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities (in the form of Common Stock) which Nasdaq has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant Registrable Securities so to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Nasdaq shall determine for any employee stock option or other benefit plan, (ii) pursuant reason not to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under proceed with the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities proposed registration of the Companysecurities to be sold by it, (v) for an “Nasdaq may, at the market” or similar registered offering through a brokerits election, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Nasdaq’s registration must sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Nasdaq on the same terms and conditions as apply to Nasdaq, with such differences, including any similar securities with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2.2 involves an underwritten public offering, any Holder of the Company Registrable Securities requesting to be included in such registered offering and registration may elect, in writing prior to permit the sale or other disposition effective date of the registration statement filed in connection with such Registrable Securities registration, not to register such securities in accordance connection with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration.

Piggyback Rights. If the Company or at any Holder proposes to conduct a registered offering of, or if the Company time proposes to file a Registration Statement under the Securities Act registration statement with respect to an any offering of, Equity Securities, or of its securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for account (a Demanding Holder “Primary Registration Statement”) or for the account of shareholders of the Company any Person who holds its securities (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with a registration on Form F-4, S-4 or S-8 or any employee stock option or other benefit plansuccessor form to such forms, (ii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company pursuant to a Registration Statement on Form S-4 (any employee stock plan or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto)other employee benefit plan arrangement, (iii) for a rights offering registration of non-convertible debt securities, or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering any registration made pursuant to Section 2(a) or Section 2(b) herein) (a “Piggyback Registration”) then, as expeditiously as reasonably possible (but in no event less than ten (10) days following the date of debt that is convertible into Equity Securities of the Companyfiling such registration statement), (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice (the “Piggyback Registration Notice”) of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of Securities, and such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe offer the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities Holder the opportunity to include in such registered offering register such number of Registrable Securities as each such Holders Holder may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringwriting, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)provided that, the Company shall not be required to offer such opportunity to such Holders or (2) give a Piggyback Registration Notice in connection with the filing of any shelf registration statement if any the Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sare all already registered for resale on a currently effective Shelf that has been filed pursuant to Section 2(a) or 2(b) above. Subject to Section 2(d) and Section 2(e), then the amount of Registrable Securities to be offered for the accounts of Holders Company shall be determined based on the provisions of subsection 3.2.2. The Company shall, include in good faith, cause such registration statement all such Registrable Securities which are requested to be included in such therein within fifteen (15) days after the Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject Notice is given to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingHolders.

Piggyback Rights. If the Company or at any Holder proposes to conduct a registered offering of, or if the Company time proposes to file a Registration Statement (other than in connection with an exchange offer or a Registration Statement on Form S-4 or S-8 or any successor form to such forms or other form of Registration Statement that would not permit registration of the Registrable Shares for sale to the public) under the Securities Act with respect to an offering of, Equity Securities, any of its Company Shares or securities or other obligations exercisable any security convertible into or exchangeable foror exercisable for Company Shares, whether or convertible into Equity Securities, not for sale for its own account, on a form and in a manner which would permit the registration of Registrable Shares for a Demanding Holder or for sale to the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated public under the Securities Act or any successor rule thereto)Act, (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such the proposed offering registration to the holders of Registrable Shares not later than the earlier to occur of (i) the fifth day following receipt by the Company of notice of exercise of any demand registration rights or (ii) thirty (30) days prior to the filing thereof. The holders of Registrable Shares shall have the right to request that all or any part of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, Shares be included in the case registration by giving written notice (a "Piggyback Registration Notice") to the Company within fifteen (15) days after the giving of an underwritten offering pursuant to a Shelf Registrationthe notice by the Company; PROVIDED, the launch date of such offeringHOWEVER, which notice shall that (A) describe if the registration relates to an underwritten primary offering on behalf of the Company and the managing underwriters of the offering determine in good faith that the aggregate amount and type of securities of the Company which those holders and the Company propose to include in the Registration Statement exceeds the maximum amount of securities that could practicably be included in such offeringtherein, the intended method(s) Company will include in the registration, first, the securities which the Company proposes to sell, second, pro rata, any securities of distribution, a good faith estimate any existing holders of other piggyback registration rights and the Registrable Shares of the proposed maximum offering price of such securitiesInvestors, and third, the name securities of the proposed managing Underwriter or Underwriters, if any, in such offeringany subsequent holders of other piggyback registration rights, and (B) offer to all if the registration is an underwritten secondary registration on behalf of any of the Holders other security holders of the Company and the managing underwriters determine in good faith that the aggregate amount of securities which the holders of Registrable Securities the opportunity Shares and such security holders propose to include in such registered offering such number the registration exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, first, the securities to be sold for the account of any other holders entitled to demand registration, second, the Registrable Securities as such Holders may request Shares of the Investors and third, other securities to be sold for the account of other holders electing to include (but not being entitled to demand inclusion of) securities in writing within five the registration. (5) days after receipt of such written notice (unless such offering It is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), providedunderstood, however, that the underwriters shall have the right to terminate entirely the participation therein of the holders of Registrable Shares if the Company has been advised underwriters eliminate entirely the participation in writing by the managing Underwriter(sregistration of all the other holders electing to include (but not be entitled to demand inclusion of) that securities in the inclusion of Registrable Securities for sale for registration). If the benefit registration is not an underwritten registration, then all of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can Shares requested to be included in the Underwritten Offering registration shall be included. Registrable Shares proposed to be registered and sold pursuant to an underwritten offering for the account of the holders of Registrable Shares shall be sold to prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company, the holders of Registrable Shares and any other holders demanding registration and the prospective underwriters. The Company may withdraw any Registration Statement at any time before it becomes effective, or postpone the offering of securities, without obligation or liability to the holders of Registrable Shares. Registrable Shares need not be included in any Registration Statement pursuant to this provision if in the opinion of the managing Underwriter(s), counsel to the Company shall reasonably acceptable to the holders of Registrable Shares registration under the Securities Act is not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion for public distribution of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingShares.

Piggyback Rights. (a) If at any time following expiration of the Company or Lockup Period (or, if earlier, such time as any Holder proposes exercises a demand right pursuant to conduct a registered offering of, or if Section 2.2(a)) the Company proposes to file a Registration Statement register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act with respect to an offering of, Equity Securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes or exchangeable forany registration statement filed solely to cover issuances of Common Stock upon exchange of outstanding BPG Subsidiary Shares and OP Units) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, or convertible into Equity Securitiesit will, for its own account, for a Demanding Holder or for the account of shareholders at each such time following expiration of the Company Lockup Period (or by the Company and by the shareholders of the Company includingif earlier, without limitation, an Underwritten Shelf Takedown such time as any Holder exercises a demand right pursuant to Section 3.1 hereof2.2(a)), other than a Registration Statement give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any registered offering with respect theretoHolder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with any employee stock option or other benefit plansuch registration, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such proposed offering determination to all the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities requesting to be included in such offeringthe registration must, upon the intended method(s) of distribution, a good faith estimate written request of the proposed maximum offering price of such securitiesCompany, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of sell their Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any similar securities of the Company included with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in such registered offering combined primary and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringsecondary offerings.

Piggyback Rights. (i) If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement register any of its warrants, Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to an offering ofwhich Rule 145 (or any successor provision) under the Securities Act applies), Equity Securities, whether or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, not for sale for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingit will each such time, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give prompt written notice of such proposed offering at least 20 days prior to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of the registration statement relating to such Registration Statement or, in the case of an underwritten offering pursuant registration to a Shelf Registration, the launch date of such offeringeach Holder, which notice shall (Aset forth such Holder's rights under this Section 2(A) describe the amount and type of securities to be included in shall offer such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities Holder the opportunity to include in such registered offering registration statement such number of Registrable Securities as such Holders Holder may request. Upon the written request in writing of any Holder made within five (5) 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by each Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (A) if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten such registration involves a Public Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of each Holder must sell its Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested any underwriters selected by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration Company with the consent of such Holder on the same terms and conditions as apply to the Company and (B) if, at any similar securities time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2 and prior to the effective date of the registration statement filed in connection with such registration, the Company included in shall determine for any reason not to register such registered offering and Registrable Securities, the Company shall give written notice to permit the sale or other disposition each Holder and, thereupon, shall be relieved of such its obligation to register any Registrable Securities in accordance connection with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offeringregistration.