Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringcommitted equity facility equity line of capital with a broker-dealer affiliated investment bank or (vi) 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringoffering (or such shorter period of days (but not less than five (5) days) as may be agreed by Holders of at least twenty-five percent (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, and the name of the proposed managing Underwriter or Underwriters, if anyas to the extent then known, 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 two (2) business days) as may be agreed by Holders of at least twenty-five percent (25%) of the outstanding Registrable Securities) after receipt transmission of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in shall use good faith, faith effort to cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringon Form S-4 filed in connection with the Business Combination or (vi) filed pursuant to Section 2.3 hereof, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities then outstanding as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section Subsection 2.2.1 to be included therein 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’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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, or (iv) for a dividend reinvestment plan or (v) for a rights offeringplan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities and the FF Beneficial Investor as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s 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 the foregoing, neither the FF Investor nor the FF Beneficial Investor shall be required to execute any agreement, instrument or other document pursuant to this Section 2.2 unless such agreement, instrument or other document contains a limitation of liability provision in the form of Section 6.10.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder Stockholder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders Stockholders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders Stockholders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders Stockholders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders Stockholders pursuant to this Section 2.2.1 to be included 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 HolderStockholder’s Registrable Securities in a Piggyback Registration shall be subject to such HolderStockholder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Registrable Securities, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (iib) pursuant for an exchange offer or offering of securities solely 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)Holdings’ existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company orHoldings, (ivd) 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 (f) for a dividend reinvestment plan or (v) for a rights offeringplan, then the Company Holdings 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 Business Days (unless such offering is an overnight or bought Underwritten Offering, then two (2) Business Days), in each case after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the Company Holdings shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein 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’s 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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 Sections 2.1 and 2.2 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 for a rights offering or an exchange offer or offering of securities solely 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)Company’s then existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringfiled pursuant to the Warrant Agreement, 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf RegistrationUnderwritten Offering, the applicable “red xxxxxxx” preliminary prospectus or prospectus supplement used for marketing such offeringsupplement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection 2.3.1 to be included therein 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 2.3.1 shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company. Holders agree that, except as required by applicable law, the Holders shall treat as confidential any notice or other communication in connection with any Piggyback Registration and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by a Holder of Registrable Shares in breach of the terms of this Agreement.

Piggyback Rights. Subject (a) If at any time on or after the Effective Date, (i) the Shelf Registration Statement is not declared effective by the Commission on or prior to Section 2.4.3the date that is 180 days after the Effective Date or (ii) at any time during the Shelf Registration Statement Effective Period, if the Company Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or any on behalf of a Holder proposes to conduct a registered offering of, for use in the Shelf Registration Statement being incorrect or if incomplete) and the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereofCompany), 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 F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iiiB) for an exchange offer or offering of debt that is convertible into equity securities of solely to the Company orCompany’s existing stockholders, or (ivC) for a dividend reinvestment plan or (v) for a rights offeringplan, 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) days before the anticipated filing effectiveness date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A1) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B2) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingRegistration.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereofsubsection 2.1.4), 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 F-4 S-4 (or similar form that relates 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 stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivv) 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), including a Block Trade, (vi) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vii) for a dividend reinvestment plan or (v) for a rights offeringplan, 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 before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 three (53) business days after receipt the sending of such written notice (such registered offering, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration Rights Holders”); 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 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 Section 2.2.2. Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this Section subsection 2.2.1 to be included therein 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’s 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.

Piggyback Rights. Subject to Section 2.4.3, if If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to the Registration registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Significant Shareholders, other than a Registration Statement registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock share option or other benefit plan, including any registration statement on Form S-8, (ii) pursuant to a Registration Statement on Form F-4 or S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan plan, or (v) for a rights offeringBlock Trade (as defined below), then the Company shall give written notice of such proposed offering to all of the Holders of Eligible Investors holding Registrable Securities as soon as practicable but not less than ten (10) five days before the anticipated filing date of such Registration Statement the relevant registration statement or, in the case of an Underwritten Offering underwritten offering pursuant to a Shelf Registrationshelf registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the expected amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such offering, and (B) offer to all of the Holders of Eligible Investors holding Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders Eligible Investors may request in writing within five (5) two days after receipt of such written notice (such registered offering, a “Piggyback Registration”, and the Eligible Investors making such request, the “Requesting Piggyback Holders”). Subject to Section 2.2.26.1(1), the Company shall, in good faith, cause such Registrable Securities so requested to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of such Piggyback Registration to permit the such Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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 HolderEligible Investor’s Registrable Securities in a Piggyback Registration shall be subject to such HolderEligible Investor’s agreement to enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering.underwritten offering. For purposes hereof:

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 for a rights offering or an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or, or (iv) for a dividend reinvestment plan or (v) for a rights offeringplan, 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 four (104) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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) business days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration Rights Holders”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this Section subsection 2.2.1 to be included therein 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’s 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 2.3.3. 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 (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 3.6.

Piggyback Rights. Subject to Section 2.4.3If at any time on or after the date of this Agreement, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) filed (i) filed in connection with any employee stock share option or other benefit plan, (ii) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or, or (iv) for a dividend reinvestment plan or (v) for a rights offeringplan, 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A1) describe the amount and type of securities to be included in such offering, the intended method(s) method of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter, if any, in such offering, and (B2) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 2.2(a) to be included therein 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) methods 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(a) shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 2.2 hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (iib) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivd) for a dividend reinvestment plan plan, or (ve) for a rights offeringfiled pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten twenty (1020) 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the 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, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection 2.3.1 to be included therein in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder’s agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, 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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) 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 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, 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 Business Days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3If, 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 (A) file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders securityholders of the Company (or by the Company and by the shareholders securityholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof)) or (B) consummate an Underwritten Offering for its own account or for the account of any other securityholders of the Company off of an existing registration statement of the Company under the Securities Act, in each case other than a Registration Statement registration statement (or any registered offering with respect theretoan Underwritten Offering pursuant to an effective registration statement) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or, or (iv) for a dividend reinvestment plan or (v) for a rights offeringplan, then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten five (105) days Business Days before the anticipated filing date of such Registration Statement or, (or in the case of an Underwritten Offering pursuant off of an existing registration statement of the Company, five (5) Business Days (unless such offering is a Block Trade, then three (3) Business Days) before the anticipated commencement of marketing efforts with respect to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringUnderwritten Offering), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 register or include in such registered offering the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days Business Days (or, in the case of a Block Trade, within one (1) Business Day) after receipt of such written notice (such registered Registration or offering, a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’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. Subject If at any time or from time to time following the Lock-Up Period applicable to any Holder under Article V hereof and provided that the initial Resale Shelf Registration Statement filed pursuant to Section 2.4.32.3 has been declared effective, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Company, other than a Registration Statement (i) filed pursuant to Section 2.1 or any registered offering with respect thereto) Section 2.3, (iii) filed in connection with any employee stock option equity or other incentive or benefit plan, (iiiii) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivv) to register the offering of securities in connection with a transaction to be registered on Form S-4 or Form F-4, (vi) for a dividend reinvestment plan or plan, (vvii) for a rights offeringregistered 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), or (viii) for an “at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’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. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if (a) If the Company proposes to to: (a) file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof), other than a Registration Statement filed pursuant to Section 1.1 and Section 1.3) or (or any b) conduct a registered offering public offering, in either case, with respect theretoto an offering of Common Stock, whether or not for sale for its own account (other than, in the case of (a) or (ib) filed in connection with any employee stock option or other benefit planabove, (ii) 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 X-0, Xxxx X-0 or any successor rule forms thereto), (iii) for filed to effectuate an offering of debt that is convertible into equity securities of the Company or, (iv) for a exchange offer or any employee benefit or dividend reinvestment plan or (v) for a rights offeringfiled with respect to debt securities only), then the Company shall give prompt written notice of such proposed offering filing, which notice shall be given, to all of the extent reasonably practicable, no later than five (5) Business Days prior to the filing date (the “Piggyback Notice”) to the Holders (other than any Requesting Holders, if applicable). The Piggyback Notice shall offer such Holders (other than any Requesting Holders, if applicable) the opportunity to include (or cause to be included) in such Registration Statement or in such underwritten public offering, as the case may be, the number of shares of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of each such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 Holder may request in writing within five (5) days after receipt of such written notice (such registered offeringeach, a “Piggyback RegistrationTransaction”). Subject to Section 2.2.21.8(b), the Company shall, shall include in good faith, cause such each Piggyback Transaction all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a “Piggyback Request”) within five (5) Business Days after the date of the Piggyback Notice but in any event not later than one (1) Business Day prior to the filing date of a Registration Statement related to the Piggyback Transaction. The Company shall not be required to maintain the effectiveness of such Registration Statement (if other than a Registration Statement filed pursuant to Section 1.1 or Section 1.3) beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingStatement.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company Company, including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) calendar days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the 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, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything to the contrary, the Holders shall have no rights under this Section 2.2.1 if the registration statement 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; provided, however, this exclusion shall not apply to registered offerings pursuant to a Form S-3 Shelf conducted within 15 days of the filing of a delayed or continued offering pursuant to Rule 415 under the Securities Act.

Piggyback Rights. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Registrable Securities, 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 for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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), (v) for an “at the market” or similar registered offering through a rights offeringbroker, 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 reasonably practicable but not less than ten five (105) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 three (53) business days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein 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’s 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 Section 2.2.1 before the effective date of such Registration, whether or not any Holder has elected to include Registrable Securities in such Registration.

Piggyback Rights. Subject to Section 2.4.3, 2.4(c) 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” prospectus Prospectus or prospectus 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, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.22.2(b), the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 2.2(a) to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject If at any time or from time to Section 2.4.3time, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Company, other than a Registration Statement (or any registered offering with respect theretoi) filed pursuant to Section 2.1, (iii) filed in connection with any employee stock option or other benefit plan, (iiiii) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivv) to register the offering of securities in connection with a transaction to be registered on Form F-4 or S-4 or (vi) for a dividend reinvestment plan or (v) for a rights offeringplan, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities Holder as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) subject to the expiration or waiver by the Company of any applicable lock up with respect to the Common Shares pursuant to the Note Purchase Agreement, offer to all of the Holders of Registrable Securities Holder the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders the Holder may request in writing within five (5) days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders Holder pursuant to this Section subsection 2.2.1 to be included therein 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 Holder when proposing to distribute Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.2.1 shall be subject to such 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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, 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 (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company to the extent the Registration was initiated by the Company for its own account and not any Holder pursuant to Section 2.1.

Piggyback Rights. Subject to Section 2.4.3, if 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan filed in connection with the Meteora FPA, or (v) for a rights offeringdividend 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s 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. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 plan, (ii) pursuant for a rights offering or an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or, or (iv) for a dividend reinvestment plan or (v) for a rights offeringplan, 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 four (104) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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) business days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration Rights Holders”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this Section subsection 2.2.1 to be included therein 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’s 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 2.3.3. 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 (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 3.6.

Piggyback Rights. Subject to Section 2.4.32.4(c), 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.22.2(b), the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 2.2(a) to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock Trade or (vi) 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 (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, 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 after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 2.2 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 for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan plan, or (v) for a rights offeringfiled 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) 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (or in the case of a Block Trade, two (2) business days) (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the 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, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection 2.3.1 to be included therein 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’s 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. Subject If (but without any obligation to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if do so) the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for holders of capital stock other than the Holders) any of its Common Stock under the Securities Act in connection with respect the public offering of such securities solely for cash (other than (i) the registration statement on Form S-1 (File No. 333-266277) and any post-effective amendments thereto (except to the Registration ofextent such registration statement is amended or supplemented after the Original Issue Date to include additional shares of Common Stock or warrants of the Company, equity securities, any shares of Common Stock or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or warrants of the Company to be sold for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingCompany, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed additional selling stockholders not already named therein, but excluding any amendment or supplement to reflect transactions arising out of or in connection with any employee the Business Combination Agreement), (ii) a registration relating solely to the sale of securities to participants in a Company stock option or other benefit plan, (iiiii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to covered by Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orAct, (iv) a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (v) for a dividend reinvestment plan or (vvi) for any registration on any form which does not include substantially the same information as would be required to be included in a rights offeringregistration statement covering the sale of the Registrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (ivv) for a dividend reinvestment plan plan, or (vvi) for a rights offeringBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Eligible Holders of Registrable Securities as soon as practicable but not less than ten (10) calendar days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the 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, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Eligible Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Eligible Holders may request in writing within five (5) calendar days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Eligible Holders pursuant to this Section 2.2.1 to be included therein 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 Eligible 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’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. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account persons other than the Holders 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 2.1 hereof)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 for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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), (v) for an “at the market” or similar registered offering through a rights offeringbroker, 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 reasonably practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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) business days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration Rights Holders”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’s 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 Section 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 Section 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. Subject If (but without any obligation to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if do so) the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereofCompany), 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 for an exchange offer or offering of such securities solely 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)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or, or (iv) for a dividend reinvestment plan or (v) for a rights offeringplan, 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.32.4(c), 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, 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 (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.22.2(b), the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 2.2(a) to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, 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 (such registered offering, a “Piggyback Registration”). The rights provided under this Section 2.2.1 shall not be available to any Holder at such time as there is an effective Shelf available for the resale of the Registrable Securities held by such Holder pursuant to Section 2.1. Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, 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 (such registered offering, a “Piggyback Registration”). The rights provided under this Section 2.2 shall not be available to any Holder at such time as (i) there is an effective Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (ii) such Registration is solely to be used for the offering of securities by the Company for its own account and (iii) no other shareholder of the Company is entitled to participate in such Registration. Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject If at any time after the expiration of any lock-up to Section 2.4.3which a Holder’s shares are subject, if any, 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 registration statement with respect to the Registration registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesEquity Securities of the Company, for its own account or for the account of shareholders of the Company Shareholders (or by the Company and by the shareholders of the Company Shareholders including, without limitation, an a Shelf Underwritten Shelf Takedown pursuant to Section 2.1 hereofOffering), other than a Registration Statement 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 for an offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities or exchangeable for Equity Securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringoffering (including any rights offering with a backstop or standby commitment), (vi) for a Block 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 (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf RegistrationOffering, 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, 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 (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’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. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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, (iib) pursuant for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iiic) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivd) for a dividend reinvestment plan or (ve) for a rights offeringfiled 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 Common Stock Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than ten twenty (1020) 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the 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 (or, in the case of a Block Trade, within two (2) business days) (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the 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, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection 2.3.1 to be included therein 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’s agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company and 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. Subject to Section 2.4.3If, if at any time on or after the date the Company or any Holder proposes to conduct a registered offering ofconsummates the transactions contemplated by the BCA, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Company, other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (iib) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivd) for a dividend reinvestment plan plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (vg) for a rights offeringfiled in connection with any business combination or acquisition involving the Company, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten twenty (1020) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the 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, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection 2.3.1 to be included therein in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder’s agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, 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 Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

Piggyback Rights. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)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 for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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), (v) for an “at the market” or similar registered offering through a rights offeringbroker, 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 reasonably practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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) business days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration Rights Holders”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’s 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 Section 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 Section 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. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 2.2 hereof), other than a Registration Statement (or any registered offering with respect thereto) (ia) filed in connection with any employee stock share option or other benefit plan, (iib) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivd) for a dividend reinvestment plan plan, or (ve) for a rights offeringfiled pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten twenty (1020) 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the 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, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection 2.3.1 to be included therein in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s All such Holders proposing to distribute their Registrable Securities in a Piggyback Registration shall be through an Underwritten Offering under this subsection 2.3.1, subject to such Holder’s agreement to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by the Company or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, 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. Subject If at any time or from time to Section 2.4.3time, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Company, other than a Registration Statement (or any registered offering with respect theretoi) filed pursuant to Section 2.1, (iii) filed in connection with any employee stock option or other benefit plan, (iiiii) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivv) to register the offering of securities in connection with a transaction to be registered Form S-4 or (vi) for a dividend reinvestment plan or (v) for a rights offeringplan, 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) subject to the expiration or waiver by the Company of any applicable lock up with respect to the Common Shares pursuant to the Note Purchase Agreement, 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 the Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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 Holders when proposing to distribute Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.2.1 shall be subject to such 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. Subject to Section 2.4.3, if the Company or any Holder Investor proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders Investors pursuant to this Section 2.2.1 to be included 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 HolderInvestor’s Registrable Securities in a Piggyback Registration shall be subject to such HolderInvestor’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3If, if at any time on or after the Company or any Holder proposes to conduct a registered offering ofClosing, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan an exchange offer or offering of securities solely to the Company’s existing stockholders, (v) for a rights offering, (vi) for the exercise of any warrants or other Company Convertible Securities, (vii) for an equity line of credit, or (viii) 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 seven (107) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 three (53) days Business Days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”); provided, that each such Holder agrees that the fact that such a notice has been delivered shall constitute material non-public confidential information. Subject to Section subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’s 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 2.3.3.

Piggyback Rights. Subject to Section subsection 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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, (iib) pursuant for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iiic) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivd) for a dividend reinvestment plan plan, or (ve) for a rights offeringfiled pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten twenty (1020) 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distributiondistribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (BC) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders may request in writing within five ten (510) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the 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, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection 2.3.1 to be included therein 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’s 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. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan an exchange offer or offering of securities solely to the Company’s existing stockholders, (v) for a dividend reinvestment plan, (vi) for a rights offeringoffering or (vii) for the exercise of any warrants, 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) 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 applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringsupplement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’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. Subject to Section 2.4.3If, if at any time on or after the Company or any Holder proposes to conduct a registered offering ofearlier of (a) the occurrence of an Event of Default (as defined in the Credit Agreement) and (b) August 29, or if 2022, the Company proposes to (A) file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Company, 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 shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) pursuant to a Registration Statement on Form F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), ) or (iiiB) for effect an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan or (v) for a rights offeringpursuant to such Registration Statement, then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, or the anticipated launch date in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such any offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’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. Subject If (but without any obligation to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if do so) the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for holders of capital stock other than the Holders) any of its Common Stock under the Securities Act in connection with respect the public offering of such securities solely for cash (other than (i) the registration statement on Form S-1 (File No. 333-266277) and any post-effective amendments thereto (except to the Registration ofextent such registration statement is amended or supplemented after the date hereof to include additional shares of Common Stock or warrants of the Company, equity securities, any shares of Common Stock or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or warrants of the Company to be sold for the account of shareholders of the Company (or by the Company and by the shareholders of the Company includingCompany, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed additional selling stockholders not already named therein, but excluding any amendment or supplement to reflect transactions arising out of or in connection with any employee the Business Combination Agreement), (ii) a registration relating solely to the sale of securities to participants in a Company stock option or other benefit plan, (iiiii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to covered by Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orAct, (iv) a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (v) for a dividend reinvestment plan or (vvi) for any registration on any form which does not include substantially the same information as would be required to be included in a rights offeringregistration statement covering the sale of the Registrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offering, (vi) for a Block Trade, or (vii) for an Other Coordinated Offering, then the Company shall give written notice of such proposed offering to all of the Beneficial Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the proposed estimated filing date, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Beneficial Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Beneficial Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering, as negotiated in good faith and agreed upon among the Company, the Holders participating in such Underwritten Offering and the Underwriters.

Piggyback Rights. Subject to Section 2.4.32.2.3, 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof2.1.3), 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock Trade, or (vi) 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A1) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’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. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan an exchange offer or offering of securities solely to the Company’s existing stockholders, (v) for a dividend reinvestment plan, (vi) for a rights offeringoffering or (vii) for the exercise of any warrants, 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) calendar days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement used for marketing such offeringsupplement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, Registration a “Piggyback Registration”). Subject to Section subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’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. Subject to Section 2.4.32.2.3, 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof2.1.3), 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock Trade, or (vi) 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject If (but without any obligation to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if do so) the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for holders of share capital other than the Holders) any Ordinary Shares or other equity securities of the Company under the Securities Act in connection with respect to the Registration of, equity securities, or public offering of such securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessolely for cash (including, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitationthis purpose, an Underwritten Shelf Takedown Offering pursuant to Section 2.1 hereof), 2.1.4) (other than a Registration Statement (or any registered offering with respect thereto) registration (i) filed relating solely to the sale of securities to participants in connection with any employee stock option or other benefit a Company share plan, (ii) 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 theretoAct), (iii) for an offering in which the only shares being registered are Ordinary Shares issuable upon conversion of debt that is convertible into equity securities of the Company orwhich are also being registered, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringoffering or (vi) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), 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) calendar days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf RegistrationOffering, 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, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything to the contrary, the Holders shall have no rights under this Section 2.2.1 if the registration statement 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. Subject to Section 2.4.32.3.3, 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering solely of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder If NewCo 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 the Registration of, an offering of equity securitiessecurities of NewCo, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of NewCo, for its own 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 2.1 hereof)NewCo, 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 NewCo’s existing shareholders, (C) for an offering of debt that is convertible into equity securities of NewCo, (D) for a dividend reinvestment plan or (E) pursuant to a Registration Statement on Form F-4 X-0, X-0 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan or (vii) consummate an Underwritten Offering for a rights offeringits own account or for the account of shareholders of NewCo, then the Company NewCo 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement), which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended method(s) of distribution, 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 (5) days in the case of filing a Registration Statement or an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then two (2) days), in each case after receipt of such written notice (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.2, the Company NewCo shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein in a Piggyback Registration on the same terms and conditions as any similar securities of the Company NewCo 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 shall be an Underwritten Offering under this subsection 2.2.1 shall, subject to such Holder’s agreement to Section 3.3, enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten OfferingOffering by NewCo.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). The rights provided under this Section 2.2.1 shall not be available to any Holder at such time as there is an effective Shelf available for the resale of the Registrable Securities held by such Holder pursuant to Section 2.1. Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or (a) 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereofsubsection 2.2.1), other than a Registration Statement (or any registered offering i) filed pursuant to Section 2.1 hereof, (ii) filed in connection with respect thereto) an Underwritten Offering; (iiii) filed in connection with any employee stock option or other benefit plan, (iiiv) pursuant for an exchange offer or offering of securities solely 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)Company’s existing stockholders, (iiiv) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivvi) for a dividend reinvestment plan plan, or (vvii) for a rights offeringon Form S-4, then the Company shall within ten (10) days (or if the Registration Statement will be a Shelf Registration Statement, within five (5) days) of the anticipated filing date of such Registration Statement 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) days before the anticipated filing date of such “Piggyback Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringNotice”), which notice shall (A) describe the amount and type of securities to be included in such offering, Registration and the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, distribution 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 (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if If the Company or any Holder who has the right to demand a Shelf Takedown pursuant to the terms of this Agreement proposes to conduct a registered offering Shelf Takedown of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities (including securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, ) in each case to be sold in an Underwritten Offering for its the Company’s or such Holder’s own account or for the account of shareholders of the Company other persons or entities (or by the Company and such Holders and by the shareholders of the Company such other persons or entities, including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering Shelf Takedown with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant 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 Registration Statement dividend reinvestment plan or (v) on Form F-4 S-4 (or any similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for then in the event any Registrable Securities are not then covered under an offering of debt that is convertible into equity securities of the Company oreffective Registration Statement, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, or the applicable “red xxxxxxxhxxxxxx” prospectus or prospectus supplement to be 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, 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, to the extent permitted under the rules of the Commission, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such the Registrable Securities that the Holders of Registrable Securities have requested to be included in such Piggyback Registration to be so included, to the extent permitted under the rules of the Commission, and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities so requested by the Holders pursuant to this Section 2.2.1 to be included therein in such Piggyback Registration on the same terms and conditions as any similar securities of Common Stock to be sold by 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 Registrable Securities in a Piggyback Registration shall shall, to the extent applicable, be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the managing Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3If, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan an exchange offer or offering of securities solely to the Company’s existing stockholders, (v) for a dividend reinvestment plan,(vi) for a rights offering, or (vii) solely for the exercise of any warrants, , then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten seven (107) days before the anticipated filing date of such Registration Statement Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the date of the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringsupplement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 three (53) days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section subsection 2.2.1 to be included therein 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) Underwriters 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 2.3.3.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (ivv) for a dividend reinvestment plan plan, or (vvi) for a rights offeringBlock Trade, then the Company shall give written notice of such proposed offering filing to all of the Eligible Holders of Registrable Securities as soon as practicable but not less than ten (10) calendar days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxxhxxxxxx” 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, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Eligible Holders of Registrable Securities the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Eligible Holders may request in writing within five (5) calendar days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Eligible Holders pursuant to this Section 2.2.1 to be included therein 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 Eligible 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’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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’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. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offeringRegistration, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’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. Subject to Section 2.4.32.3.3, 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 filed on Form F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject If at any time or from time to Section 2.4.3time, 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 the Registration of, an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereof)Company, other than a Registration Statement (or any registered offering with respect theretoi) filed pursuant to Section 2.1, (iii) filed in connection with any employee stock option or other benefit plan, (iiiii) pursuant for an exchange offer or offering of securities solely 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)Company’s existing shareholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company orCompany, (ivv) to register the offering of securities in connection with a transaction to be registered Form S-4 or (vi) for a dividend reinvestment plan or (v) for a rights offeringplan, then the Company shall give written notice of such proposed offering filing to all of the Holders of Registrable Securities Holder as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offeringStatement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) subject to the expiration or waiver by the Company of any applicable lock up with respect to the Common Shares pursuant to the Note Purchase Agreement, offer to all of the Holders of Registrable Securities Holder the opportunity to include in such registered offering register the sale of such number of Registrable Securities as such Holders the Holder may request in writing within five (5) days after receipt of such written notice (such registered offering, Registration a “Piggyback Registration”). Subject to Section 2.2.2, the The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders Holder pursuant to this Section subsection 2.2.1 to be included therein 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 Holder when proposing to distribute Registrable Securities in a Piggyback Registration through an Underwritten Offering under this subsection 2.2.1 shall be subject to such 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. Subject to Section 2.4.3subsection ‎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 the Registration of, of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock Trade or (vi) 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 practicable but not less than ten (10) 10 days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, offering a “Piggyback Registration”). Subject to Section 2.2.2subsection ‎2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 subsection ‎2.3.1 to be included therein 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten OfferingOffering by the Company.

Piggyback Rights. Subject to Section 2.4.3, if 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 hereofCompany), 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan filed in connection with the transactions contemplated by that certain Common Stock Purchase Agreement, dated as of November 21, 2022, by and between the Company and White Lion Capital, LLC or (v) for a rights offeringdividend 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder Investor proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 Table of Contents Takedown pursuant to Section 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 F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders Investors pursuant to this Section 2.2.1 to be included 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 HolderInvestor’s Registrable Securities in a Piggyback Registration shall be subject to such HolderInvestor’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or (v) for a rights offeringBlock 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) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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’s Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

Piggyback Rights. 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 the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own 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 2.1 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 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company orCompany, (iv) for a dividend reinvestment plan or plan, (v) for a rights offeringBlock 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 that are no longer subject to restrictions on transfer pursuant to the Lock-Up Agreement or the Sponsor Support Agreement, as applicable, as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red xxxxxxx” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, offering and (B) offer to all of the Holders of Registrable Securities that are no longer subject to restrictions on transfer pursuant to the Lock-Up Agreement or the Sponsor Support Agreement, as applicable, 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 (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included 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 conditioned on such Holder’s Registrable Securities not being subject to restrictions on transfer pursuant to the Lock-Up Agreement or the Sponsor Support Agreement, as applicable, and such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.