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. (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 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 Offering 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 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 an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or dividend reinvestment plan, (v) for an exchange offer or offering of securities solely to the Company’s existing shareholderssecurityholders, (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 planrights offering, (vii) for an equity line of credit or an at-the-market offering of securities, (viii) a Block Trade or (ix) an Other Coordinated 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 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. 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. If Subject to Section 2.3.3, 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 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 brokerdividend reinvestment plan, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planBlock Trade or (vii) for an Other Coordinated 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 five (105) Business Days business 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 such number of Registrable Securities as such 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). 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) Underwriter or Underwriters 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 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 hereof2.1), 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, (c) 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, (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, Company or (vie) 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 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 (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 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 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 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 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 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 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, Company or (viiv) 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 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. 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 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) 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 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 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. If the Company or any Holder proposes Subject to conduct a registered offering ofSection 2.4.3, 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 of the Company (or by the Company and by the shareholders of the Company includingCompany, including without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof2.1.3), 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 or employee share purchase plan, (ii) pursuant to a Registration Statement on Form S-4 F-4 (or similar form that related to for a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, shareholders (iv) for an including any rights offering of debt that is convertible into Equity Securities of the Companywith a backstop or standby commitment), (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, (vi) for a Block Trade or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten five (105) Business Days 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 (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 sending 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, and each such Holder that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion includes all or a portion of such Holder’s Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the pricein such Piggyback Registration, 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(sa “Piggyback Registration Rights Holder”). Subject to subsection 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 Piggyback Registration Rights 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 Piggyback Registration Rights 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.1.3. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities in such Registration. The expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. If the Company or If, 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 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 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 filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten three (103) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf RegistrationForm S-3, the launch date of such offeringapplicable “red xxxxxxx” prospectus or prospectus supplement, 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 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, 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 2.2.2, 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 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 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. 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 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 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, Company or (viiv) 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 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. 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 Securitiesthe Registration of 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, (iiB) 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), (iiiC) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (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 (F) that is filed to effect a Shelf Registration on Form S-3 for a primary offering by the Company; provided, that the Company makes no offering of securities pursuant to such Registration Statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities, or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company (other than pursuant to the terms of this Agreement), 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 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 under this subsection 2.2.1 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 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 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 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, Company or (viiv) 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 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 Holder’s 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 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 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) 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) a Block Trade, 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering (or such shorter period of such offeringdays (but not less than two (2) days) as may be agreed by holders of at least 25% of the outstanding Registrable Securities), which notice shall (A) describe the amount and type of securities to be included in such offering, the proposed filing date, 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 offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, 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 (or such shorter period of days (but not less than one (1) day) as may be agreed by holders of at least 25% of the outstanding Registrable Securities) 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. 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 Subject to Section 2.4.3, following the expiration of the applicable Lock-Up Period, 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 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 principaldividend reinvestment plan, or (vi) for a dividend reinvestment planan Other Coordinated 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 five business 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) two 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 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 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 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 Subject to Section 2.3.3, if at any time after the Company expiration of any Lock-up to which a Holder’s shares are subject, if any, HoldCo or any Holder 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 stockholders of the Company HoldCo (or by the Company HoldCo and by the shareholders stockholders 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) for an offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to HoldCo’s existing shareholders, (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 or exchangeable for 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 (vi) for a dividend reinvestment plan, (vi) for a rights offering (including any rights offering with a backstop or standby commitment), (vii) a Block Trade or (viii) an Other Coordinated Offering, then the Company HoldCo 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), the Company . The rights provided under this Section 2.2.1 shall not be required available to offer any Holder at such opportunity to such Holders or (2) if any time as there is an effective Shelf available for the resale of the Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)pursuant to Section 2.1. Subject to Section 2.2.2, 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 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 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.

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, (iiB) 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), (iiiC) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (ivD) 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, Company or (viE) 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 pursuant to the terms of this Agreement), then the Company shall give written notice of such proposed offering action to all of the Holders of at least $25 million 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 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 If no written request for inclusion of any Holder’s from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback Registration. 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 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 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 hereof2.1), 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 F-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) filed in connection with a Block Trade, 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering (or such shorter period of such offeringdays (but not less than two (2) days) as may be agreed by holders of at least 25% of the outstanding Registrable Securities on an as-converted basis (including any Underlying Common Shares)), which notice shall (A) describe the amount and type of securities to be included in such offering, the proposed filing date, 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 offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, 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 (or such shorter period of days (but not less than one (1) day) as may be agreed by holders of at least 25% of the outstanding Registrable Securities on an as-converted basis (including any Underlying Common Shares)) 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.

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 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 (vi) for a dividend reinvestment plan, (d) 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 (e) 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 (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. 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 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) 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 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 subsection 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 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. 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. (i) If the Company or any Holder proposes to conduct a registered offering of, or if the Company Issuer proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of, Equity Securities, or securities of Class B Ordinary Shares or other obligations equity securities exercisable or exchangeable for, or convertible into Equity Securitiesinto, Class B 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)other shareholders, other than (1) a Registration Statement (or any registered offering with respect thereto) registration statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant to a Registration Statement registration statement on Form S-4 S-4, F-4 or S-8 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule theretoforms), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s Issuers’ existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities equity securities of the CompanyIssuer, (v) for an “at the market” a dividend reinvestment plan or similar registered offering through plans, (vi) filed pursuant to a brokeruniversal shelf registration statement on Form S-3 or Form F-3, sales agent (vii) filed pursuant to Section 8(a) hereunder or distribution agent, whether as agent (viii) filed in connection with any business combination or principalacquisition by or involving the Issuer or its subsidiaries, or (vi2) for a dividend reinvestment planthe offering of securities of the Issuer in connection with an acquisition by or involving the Company, then the Company Issuer shall give written notice of such proposed offering to all of the Holders of Registrable Securities Investor as soon as practicable (but not less than ten five (105) Business Days before days prior to the anticipated filing date by the Issuer with the SEC of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringany registration statement with respect thereto), which notice shall (A) describe the expected 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 SEC and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and in each case to the extent then known, (B) describe such holder’s rights under this Section and (C) offer to all of the Holders of Registrable Securities Investor the opportunity to include in such registered offering such number of Registrable Securities Shares as such Holders it may request in writing within five three (53) 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 8(d)(ii), 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 Issuer shall, in good faith, cause such Registrable Securities Shares so requested to be included in such Piggyback Registration and and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the such Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 Shares to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Issuer or other shareholder(s) for whose account the registration statement is to be filed included in such registered offering and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s of the Registrable Securities Shares in a Piggyback Registration shall be subject to such Holder the agreement of the Investor to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offeringunderwritten offering, and such other agreements (including a power of attorney and custody agreement) customary for underwritten offerings.

Piggyback Rights. If Subject to Section 2.4.3, following the expiration of the Lock-Up Period, 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 principal, or (vi) for a dividend reinvestment plan, (vi) a Block Trade or (vii) an Other Coordinated Offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities holding in excess of $50 million of Registrable Securities as soon as practicable but not less than ten five (105) 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 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) (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 OfferingOffering by the Company.

Piggyback Rights. If at any time and from time to time after 180 days after the Company or any Holder proposes Closing (provided that such 180 day limitation shall not apply to conduct a registered offering of, or if Season Smart) the Company proposes to file a Registration Statement under the Securities Act or effect an Underwritten Offering with respect to the Registration of or an offering of, Equity Securitiesof equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesinto, equity securities, for its own account, for a Demanding Holder account or for the account of shareholders security holders of the Company (or by the Company and by the shareholders stockholders of the Company 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 share option, share purchase or repurchase, 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 shareholderssecurity holders, debt holders or other creditors, (iviii) for an offering of debt that is convertible into Equity Securities equity securities of the Company, (viv) for an “at a registration on Form S-4 or Form S-8, or any similar or successor registration form under the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principalSecurities Act subsequently adopted by the SEC, or (viv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable practicable, but not in no event 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 Registration or 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 of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice 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 following 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 for any such registrations prior to the Company has been advised in writing by 180th day after 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)Closing, the Company shall not only be required obligated to notify and to offer such opportunity participation to such Holders or (2) if any Registrable Securities can be included in Season Smart. To the Underwritten Offering in extent permitted by applicable securities laws, subject to Section 2.2.2, 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 faithwith respect to Season Smart, and shall use its reasonable best efforts to, with respect to all other Holders, cause (i) such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause (ii) 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 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 Subject to Section 2.4.3, following the expiration of the Lock-Up Period, 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 or Underwritten Demand Offering 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 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 (vi) for a dividend reinvestment plan, (vi) a Block Trade or (vii) an Other Coordinated 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 10 business 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 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 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 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 2.1.3 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 F-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, Company or (viiv) 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 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. 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 or any Holder proposes to conduct a registered offering of, or if the Company proposes to (i) file a Registration Statement registration statement, prospectus or prospectus supplement under the U.S. Securities Act Law with respect to an offering of, Equity Securitiesthe Registration of 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 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 registration statement, prospectus or prospectus supplement (or any registered offering with respect thereto) (iA) filed in connection with any employee stock option or other benefit plan, (iiB) pursuant to a Registration Statement registration statement on Form S-4 F-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (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, Company or (viE) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of shareholders of the Company (other than pursuant to the terms of this Agreement), 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, prospectus or prospectus supplement, not less than ten five (105) Business Days days before the anticipated filing date of such Registration Statement orregistration statement, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringprospectus or prospectus supplement), 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 five (5a) three (3) days after receipt in the case of such written notice filing a registration statement, prospectus or prospectus supplement 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 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 If no written request for inclusion of any Holder’s from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback Registration. 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 on or after the Company or any Holder proposes to conduct a registered offering ofdate hereof, or if the Company Holdings proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, equity securities or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesinto, equity securities for its own account, for a Demanding Holder account or for the account of shareholders persons other than the Holders 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)Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock option or director share option, compensation 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 Holdings’ existing shareholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the CompanyHoldings, (vd) for an “at the at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (e) relating to a transaction pursuant to Rule 145 under the Securities Act or (vif) for a dividend reinvestment plan, then the Company Holdings shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable reasonably practicable, but not less than ten (10) Business Days days (or, in the case of a Block Trade, five (5) 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 may request in writing within five three (53) days after receipt of such written notice Business Days (unless such offering is an overnight or bought Underwritten OfferingOffering or Block Trade, then one two (12) daydays), in each case) case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”), ; provided, however, that if the Company Holdings 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 method of the Equity Securities in Holdings Ordinary Shares in, or 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 Holdings 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 3.2.2Holders. The Company Holdings 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 Holdings 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 Holdings. Holdings may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

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 registration statement, prospectus or prospectus supplement under the Applicable Securities Act Law with respect to an offering of, Equity Securitiesthe Registration of 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 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 registration statement, prospectus or prospectus supplement (or any registered offering with respect thereto) (iA) filed in connection with any employee stock option or other benefit plan, (iiB) pursuant to a Registration Statement registration statement on Form S-4 F-4 (or similar form that related relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (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, Company or (viE) for a dividend reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of shareholders of the Company (other than pursuant to the terms of this Agreement), 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, prospectus or prospectus supplement, not less than ten five (105) Business Days days before the anticipated filing date of such Registration Statement orregistration statement, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offeringprospectus or prospectus supplement), 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 five (5a) three (3) days after receipt in the case of such written notice filing a registration statement, prospectus or prospectus supplement 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 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 If no written request for inclusion of any Holder’s from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback Registration. 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 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 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 F-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, (v) a Block Trade, (vi) filed pursuant to Section 2.1.1 hereunder or (vii) filed in connection with any business combination or acquisition by or involving the Company or its subsidiaries, 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 seven (107) 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 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). 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. 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 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 CompanyCompany or, (iv) for a dividend reinvestment plan (v) for a rights offering (vi) for a Block Trade or (vii) an “at the market” ”, equity line of credit or similar registered offering through a broker, sales agent 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 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 Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. If Subject to ‎ARTICLE II, 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 hereof‎Section 2.1), 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 F-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, (iv) for a dividend reinvestment plan, or (v) for an offering commonly known as a “block trade” (a “Block Trade”) or an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or principal (vian “Other Coordinated Offering”) for a dividend reinvestment plan(which shall be subject to ‎ARTICLE II), 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 . Except with respect to ​ an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(sShelf Takedown under ‎Section 2.1(c), the Company rights provided under this ‎Section 2.2(a) shall not be required available to offer any Holder at such opportunity to such Holders or (2) if any time as there is an effective Shelf available for the resale of the Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(spursuant to ‎Section 2.1. Subject to ‎Section 2.2(b), 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(a) 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.

Piggyback Rights. If Subject to Section 5(c), if the Company or any Holder Issuer proposes to conduct a registered offering of, or if the Company Issuer proposes to file a Registration Statement 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 Issuer, including, without limitation, pursuant to demands under Section 5(a)(i) of this Subscription Agreements, under any Other Eligible Subscription Agreement, under the A&R Registration Rights Agreement or under any other separate contractual arrangement with other persons or entities (or by the Company Issuer and by the shareholders stockholders of the Company Issuer including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereofTakedown), other than a Registration Statement 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 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 CompanyIssuer, (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 Block Trade (as defined below), then the Company Issuer shall give written notice of such proposed offering to all of the Eligible Subscriber 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 Registrationshelf 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 underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Eligible Subscriber Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Eligible Subscriber 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 5(a)(ii)(1), 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 Issuer 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 underwriter or Underwriters underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Eligible Subscriber Holders pursuant to this subsection 3.2.1 Section 5(a)(ii) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Issuer 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 Eligible Subscriber Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Eligible Subscriber Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offeringunderwritten offering.

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 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 plan, (v) for a rights offering, or (vi) to register the resale by selling stockholders of equity securities of the Company issued by the Company as consideration in an acquisition approved by the Board, 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 Holder’s 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 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 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 F-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, Company or (viiv) 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 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 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. If Subject to Section 2.3.3, 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 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 brokerdividend reinvestment plan, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment planBlock Trade or (vii) for an Other Coordinated 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 five (105) Business Days business 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 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). 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) Underwriter or Underwriters selected for such Underwritten Offering.

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 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 S4 (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 CompanyCompany or, (iv) for a dividend reinvestment plan (v) for a rights offering (vi) for a Block Trade or (vii) an “at the market” ”, equity line of credit or similar registered offering through a broker, sales agent 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 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 Holder’s 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 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 Offering 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 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 an offering of debt that is convertible into equity securities of the Company, (iv) for a rights offering or dividend reinvestment plan, (v) for an exchange offer or offering of securities solely to the Company’s existing shareholderssecurityholders, (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 planrights offering, (vii) for an equity line of credit or an at-the-market offering of securities, (viii) a Block Trade or (ix) an Other Coordinated 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 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 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, howeverin the case of an “overnight” or “bought” offering, such requests must be made by the Holders within two (2) business days after delivery of any such notice by the Company; provided further 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 2.2.2. The Subject to the foregoing proviso and to Section 2.2.2, 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. 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 True Velocity 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 persons other than the Holders 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)Registrable Securities, 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 CompanyTrue Velocity’s existing shareholdersstockholders, (ivc) for an offering of debt that is convertible into Equity Securities equity securities of the CompanyTrue Velocity, (vd) for a registered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), (e) 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, or (f) pursuant to a Registration Statement on Form S-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 True Velocity shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as reasonably 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 (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 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 offering, Registration a “Piggyback Registration”), provided, however, and each such Holder that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion includes all or a portion of such Holder’s 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)such Piggyback Registration, 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“Piggyback Registration Rights Holders”), 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 True Velocity 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 True Velocity 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 Piggyback Registration Rights 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 True Velocity. True Velocity shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effect date of such Registration, whether or not any Piggyback Registration rights Holder has elected to include Registrable Securities in such Registration. Notwithstanding the provisions set forth herein, the right to a Piggyback Registration set forth under this subsection 2.2.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the seventh anniversary of the Effective Date.

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 persons other than the Holders 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)Registrable Securities, 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, (vd) for a registered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten), (e) 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, or (f) pursuant to a Registration Statement on Form S-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 reasonably 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 (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 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 offering, Registration a “Piggyback Registration”), provided, however, and each such Holder that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion includes all or a portion of such Holder’s 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)such Piggyback Registration, 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“Piggyback Registration Rights Holders”), 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 Piggyback Registration Rights 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. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effect date of such Registration, whether or not any Piggyback Registration rights Holder has elected to include Registrable Securities in such Registration. Notwithstanding the provisions set forth herein, the right to a Piggyback Registration set forth under this subsection 2.2.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the seventh anniversary of the Effective Date.

Piggyback Rights. If If, at any time on or after the date the Company or any Holder proposes to conduct a registered offering ofconsummates the Business Combination, or if the Company proposes to file a Registration Statement on Form S-3 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 stockholders of the Company including, without limitation, an Underwritten Shelf Takedown including pursuant to Section 3.1 2.1 or subsection 2.3.4 hereof), 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 planplan on Form S-8 (or other successor registration statement form thereof), (ii) pursuant to a Registration Statement on Form S-4 (or other successor registration statement form thereof 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 an offering or of debt that is convertible into equity securities of the Company, (iv) for 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 Companystockholders, (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, (vi) for a rights offering, (vii) for the exercise of any warrants, (viii) for a Block Trade, (ix) for an equity line of credit, or (x) for an at-the-market offering of securities, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities and the holders of other equity securities that the Company is obligated to register in a Registration (collectively, the “Other Holders”) pursuant to separate written contractual piggy-back registration rights, as soon as reasonably 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 Registration, the launch date anticipated filing of such offeringthe applicable “red hxxxxxx” prospectus or prospectus supplement, 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) 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 each such 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)delivered shall constitute material non-public confidential information. Subject to subsection 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 and the securities of any Other Holders, 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 or Other Holders, as applicable, 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) Underwriter or Underwriters selected for such Underwritten Offering by the Company and shall execute a customary lock-up agreement in favor of the Underwriter or Underwriters (in each case on substantially the same terms and conditions as all such Holders participating in such Underwritten Offering).

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 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 2.1.3 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 F-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, Company or (viiv) 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 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 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. 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 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 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) filed pursuant to subsection 2.2.1, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities (excluding (i) 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 and (ii) Sonder Non-Affiliate Holders in connection with a Demand Registration requested by the Gores Demanding Holders) as soon as practicable but not less than ten twenty (1020) 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, (ii) 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 ten (510) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offeringin the case of a Block Trade, then one within two (12) day, in each casebusiness days) (such registered offering, Registration a “Piggyback Registration”), provided, however, that if . In no event will the Company has been advised Sonder Non-Affiliate Holders be entitled to participate in writing a Demand Registration or Block Trade requested 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 3.2.2Gores Demanding Holders. 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 best 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 of 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 Company stockholder(s) for whose account the Registration Statement is to be filed. 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 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 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 hereof2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) contemplated by the separate registration rights agreement and the standby equity purchase agreement, in each case, among the Company and the Third-Party Investor Holders (collectively, the “Third-Party Investor Registration Rights Agreement”), (ii) contemplated by the Warrant Agreement, dated as of March 17, 2021, between the Company and Continental Stock Transfer & Trust Company (the “NioCorp Warrants Registration Obligations”), (iii) filed in connection with any registration rights obligations contemplated by the Fee Reduction Agreement, dated as of September 6, 2022, between GX and Cantor Xxxxxxxxxx & Co., the Fee Reduction Agreement, dated as of September 14, 2022, between GX and BTIG, LLC, or any similar arrangements or agreements that GX is party thereto (collectively, the “GX Fee Arrangements”), (iv) contemplated by the Convertible Security Funding Agreement, dated February 26, 2021, between the Company and Xxxx Global Asset Management III, LLC, as amended (the “Xxxx Agreement”) (v) filed on Form S-8 or otherwise in connection with any employee stock option or other benefit plan, (iivi) 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, (ivvii) 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 (viviii) for a dividend reinvestment plan, (ix) a Block Trade or (x) an Other Coordinated 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities intended 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 best 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. If the Company proposes to qualify by way of a Canadian prospectus the distribution of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities substantially as contemplated by this Section 2.2.1, Holders of Registrable Securities shall be entitled to request that the offering of such Registrable Securities be qualified by way of such Canadian prospectus as if it would constitute a Piggyback Registration and, in such instance, the terms and conditions of this Agreement shall apply mutatis mutandis consistent with generally accepted Canadian practice to the applicable Canadian prospectus, any supplement thereto and the offering of Registrable Securities thereunder.

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 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) 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 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 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 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”), 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. For purposes of this Section 2.2.1, 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 2.2.1).

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 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) 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 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 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 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. Notwithstanding anything to the contrary in this Agreement, the Holders shall have no rights under this Section 2.2.1 if the registration statement the Company 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, the Company is in compliance with its obligations under Section 2.1.

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 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 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 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 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 hereof‎2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) contemplated by the separate registration rights agreement among the Company and the Third-Party Investor Holders (the “Third-Party Investor Registration Rights Agreement”), (ii) contemplated by the Warrant Agreement, dated as of March 17, 2021, between the Company and Continental Stock Transfer & Trust Company (the “NioCorp Warrants Registration Obligations”), (iii) filed in connection with any registration rights obligations contemplated by the Fee Reduction Agreement, dated as of September 6, 2022, between GX and Cantor Xxxxxxxxxx & Co., the Fee Reduction Agreement, dated as of September 14, 2022, between GX and BTIG, LLC, or any similar arrangements or agreements that GX is party thereto (collectively, the “GX Fee Arrangements”), (iv) contemplated by the Convertible Security Funding Agreement, dated February 26, 2021, between the Company and Xxxx Global Asset Management III, LLC, as amended (the “Xxxx Agreement”) (v) filed on Form S-8 or otherwise in connection with any employee stock option or other benefit plan, (iivi) 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, (ivvii) 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 (viviii) for a dividend reinvestment plan, (ix) a Block Trade or (x) an Other Coordinated 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities intended 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 best 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. If the Company proposes to qualify by way of a Canadian prospectus the distribution of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities substantially as contemplated by this Section ‎2.2.1, Holders of Registrable Securities shall be entitled to request that the offering of such Registrable Securities be qualified by way of such Canadian prospectus as if it would constitute a Piggyback Registration and, in such instance, the terms and conditions of this Agreement shall apply mutatis mutandis consistent with generally accepted Canadian practice to the applicable Canadian prospectus, any supplement thereto and the offering of Registrable Securities thereunder.

Piggyback Rights. If Subject to Section 5(c), if the Company or any Holder Issuer proposes to conduct a registered offering of, or if the Company Issuer proposes to file a Registration Statement 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 Issuer, including, without limitation, pursuant to demands under Section 5(a)(i) of this Subscription Agreements, under any Other Eligible Subscription Agreement, under the A&R Registration Rights Agreement or under any other separate contractual arrangement with other persons or entities (or by the Company Issuer and by the shareholders stockholders of the Company Issuer including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereofTakedown), other than a Registration Statement 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 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 CompanyIssuer, (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 Block Trade (as defined below), then the Company Issuer shall give written notice of such proposed offering to all of the Eligible Subscriber 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 Registrationshelf 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 underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Eligible Subscriber Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Eligible Subscriber 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 5(a)(ii)(1), 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 Issuer 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 underwriter or Underwriters underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Eligible Subscriber Holders pursuant to this subsection 3.2.1 Section 5(a)(ii) to be included in a Piggyback Registration therein on the same terms and conditions as any similar securities of the Company Issuer 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 Eligible Subscriber Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder Eligible Subscriber Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offeringunderwritten offering.

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 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, Company or (viiv) 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 business 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 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. For the avoidance of doubt, the notice periods set forth in this Section 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section 2.1.4 or Block Trades conducted in accordance with Section 2.4.

Piggyback Rights. If Subject to Section 3.4, if the Company (for its own account or for the account of persons or entities other than the Holders of Registrable Securities) 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 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 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 2.1 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) 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), (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, Company or (vie) 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 seven (107) 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 such offering, 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 anyany and if known, in such offering, and (Bii) 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 three (53) 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 subsection 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 best 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 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 abide by the Underwriter(s) selected for such Underwritten Offeringterms of Section 3.3 below.

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 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 If, at any time following expiration of the Lock-Up Period, (x) the Company has not already caused such Registrable Securities to be registered on a Shelf Registration Statement that the Company then has on file with, and has been declared effective by, the Commission and that remains in effect and not subject to any stop order, injunction or any Holder proposes other order or requirement of the Commission (in which event the Company shall be deemed to conduct a registered offering of, or if have satisfied its registration obligation under this subsection 2.2.1) and (y) 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 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 filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering Underwritten Offering pursuant to a Shelf RegistrationForm S-3, the launch date of such offeringapplicable “red xxxxxxx” prospectus or prospectus supplement, 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 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, 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 2.2.2, 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 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 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 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, Company or (viiv) 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 business 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 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. For the avoidance of doubt, the notice periods set forth in this Section 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section 2.1.4 or Block Trades conducted in accordance with Section 2.4. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five business days before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2.1 and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.2.1.

Piggyback Rights. If Subject to Section 2.3.3, if at any time after the Company expiration of any Lock-up to which a Holder’s shares are subject, if any, New PubCo or any Holder proposes to conduct a registered offering of, or if the Company New PubCo 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 New PubCo (or by the Company New PubCo and by the shareholders stockholders of the Company New PubCo 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 offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to New PubCo’s existing shareholders, (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 or exchangeable for equity securities of the CompanyNew PubCo, (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, (vi) for a rights offering (including any rights offering with a backstop or standby commitment), (vii) a Block Trade or (viii) an Other Coordinated Offering, 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 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), the Company . The rights provided under this Section 2.2.1 shall not be required available to offer any Holder at such opportunity to such Holders or (2) if any time as there is an effective Shelf available for the resale of the Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s)pursuant to Section 2.1. Subject to Section 2.2.2, 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 Holder’s 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 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 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, Company or (viiv) 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 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 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.

Piggyback Rights. If Subject to Section 3.4.3, 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 the Registration of, Equity Securitiesequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securitiesinto, equity securities, 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 PubCo including, without limitation, 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 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 CompanyPubCo, (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) for a Block Trade, (vi) filed pursuant to Section 3.1.1 hereunder, or (vii) filed in connection with an “at-the-market” offering or (viii) filed in connection with any business combination or acquisition by or involving the PubCo or its subsidiaries, 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 seven (107) 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 Securities, other than Jefferies, the opportunity to include in such registered offering such number of Registrable Securities as such 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). Subject to Section 3.2.2, 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 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 Section 3.2.1 to be included in a Piggyback Registration therein 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 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 2.2.3, 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 hereof2.1.4), 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, (v) a Block Trade, (vi) an Other Coordinated Offering, or (vii) filed in connection with a confidentially marketed public offering by the Company of primary shares, 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 seven (107) 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 (A1) describe the amount and type of securities to be included in such offering, the proposed filing date, 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 offeringoffering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B2) 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 best 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. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.2.

Piggyback Rights. If Subject to Section 2.5.3, 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 or a Demand Registration pursuant to Section 2.2), 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, (v) a Block Trade or (vi) an Other Coordinated 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 business 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 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 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 2.3.1 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. 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 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 2.1.3 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 F-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, Company or (viiv) 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 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. 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.