Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If, at any time on or after the date hereof, Holdco proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdco, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) 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 (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determination.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing Registration to all of the Holders of Registrable Securities as soon as practicable but not less no later than twenty seven (207) days before prior to the anticipated initial filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Company (or by the Company and by the shareholders of the Company), other than a Registration Statement (ai) filed pursuant to Section 2.2, (ii) filed in connection with any employee share stock option or other benefit plan, (biii) for a rights offering or an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (civ) for an offering of debt that is convertible into equity securities of Holdco, the Company (dv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (vi) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty three (203) days Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of Business Days such written notice is sent (such Registration a “Piggyback Registration”); provided, that each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information; provided further, that the exercise of any piggy-back rights with respect to any Block Trade should be done no later than twenty four (24) hours after the Company’s written notice regarding such Block Trade is sent. Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after the date hereofthe Company consummates the Business Combination, Holdco the Company proposes to file a Registration Statement Statement, except for the Sponsor Registration Statement, under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing registration to all of the Holders of Registrable Securities as soon as practicable but not less no later than twenty (205) days before following the anticipated initial filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, The Company agrees that it shall notify the Holder in writing at least 10 days prior to the filing of any time on or after the date hereof, Holdco proposes to file a Registration Statement registration statement under the Securities Act for purposes of a public offering of Common Stock of the Company (including, without limitation, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statement) that would be filed at any time during which this Warrant is still outstanding, and the Company will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares subject to the provisions hereof (such registration statement, the “Piggyback Registration Statement”). If the Holder desires to include in any such Piggyback Registration Statement all or any part of the Warrant Shares held by it, the Holder shall, within seven days after the above-described notice from the Company, so notify the Company in writing and shall thereafter furnish the Company with respect such information as the Company reasonably requires to effect the registration of such Warrant Shares. The Company will use its commercially reasonable efforts to cause such Warrant Shares as to which inclusion shall have been so requested to be included in the Piggyback Registration Statement. The Holder shall be entitled to sell the Warrant Shares included in a Piggyback Registration Statement in accordance with the method of distribution requested by it; provided that, if the Piggyback Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Holder must sell all Warrant Shares included on the Piggyback Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event the managing underwriter shall be of equity the opinion that the number of such securities, when taken together with the Warrant Shares requested to be included in a public primary offering pursuant to a piggyback registration request under this Section 10(a), alone or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for taken together with the account of stockholders of Holdco, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdcothe Company to be included therein, would adversely affect the marketing of such offering (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdcoincluding the price at which the securities of the Company may be sold), then Holdco shall give written notice the number of such proposed filing to all securities of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities Company to be included in such offering, the intended methods of distribution (including whether such registration underwritten offering will be pursuant to a shelf registration statement) and name reduced (an “Underwriter Cutback”), with the securities of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence Company to be included in such Piggyback Registration and shall use its reasonable best efforts offering based on the following priority: (x) first, the number of securities that the Company seeks to cause include in the offering, up to the number that, in the opinion of the managing Underwriter or Underwriters underwriter, would not adversely affect the marketing of a proposed Underwritten Offeringthe offering (including the price at which such securities of the Company may be sold); (y) second, if any, the number of the securities of the Company requested to permit the Registrable Securities requested be included by the Holders Holder and any other Person(s) who has (have) elected to include securities pursuant to this subsection 2.3.1 written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Warrant Shares) may be sold); and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Warrant Shares of the Holder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons. The Company may withdraw a Piggyback Registration on Statement prior to its being declared effective without incurring any liability to the same Holder and shall not be required to keep a Piggyback Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the prospectus included in the Piggyback Registration Statement. The expenses of such registration (other than any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Warrant Shares) shall be borne by the Company. If the Holder decides not to include all of its Warrant Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Securities in any subsequent registration statement or registration statements (other than any Special Registration Statement) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationset forth herein.

Piggyback Rights. If, at any time on or after the date hereof, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders persons other than the Holders of HoldcoRegistrable Securities, other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty seven (207) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filedCompany. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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 The notice and participation rights provided for periods set forth in this Section 2.3). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determination2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section 2.3.3.

Piggyback Rights. If, at any time on or after (a) If the date hereof, Holdco Company proposes to to: (a) file a Registration Statement under the Securities Act (other than a Registration Statement filed pursuant to Section 1.1 and Section 1.3) or (b) conduct a registered public offering (or to make an underwritten public offering pursuant to a previously filed registration statement), in either case, with respect to an offering of equity securitiesCommon Stock, whether or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, not for sale for its own account (other than, in the case of (a) or (b) above, on Form X-0, Xxxx X-0 or any successor forms thereto, filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or filed with respect to debt securities only), then the Company shall give prompt written notice of such filing or offering, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days prior to the filing or launch date (the “Piggyback Notice”) to the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders 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 each such Holder may request (each, a “Piggyback Transaction”). Subject to Section 1.6(b), the Company shall include in 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 account date of stockholders the Piggyback Notice but in any event not later than one (1) Business Day prior to the filing date of Holdco, 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 (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, 1.1 or Section 1.3) beyond the earlier of (gx) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice one-hundred eighty (180) days after the effective date thereof and (y) consummation of such proposed filing to all of the distribution by the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) 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 (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationStatement.

Piggyback Rights. If, at any time on or after the date hereof, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders persons other than the Holders of HoldcoRegistrable Securities, other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (dv) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco 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 and, if applicable, shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco the Company. The Company shall have the right to terminate or Holdco shareholders 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, provided that the Company shall be responsible for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information Expenses incurred in connection with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationby the Holders.

Piggyback Rights. If, at any time on or after the date hereofthe Company consummates a Business Combination, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, plan or (gv) filed in connection with any business combination or acquisition involving Holdcoa Block Trade, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration Registration, a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. IfIf Parent or any Holder proposes to conduct a registered offering of, at any time on or after the date hereof, Holdco if Parent proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities of equity securities, Parent or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesEquity Securities of Parent, for its own account or for the account of stockholders of HoldcoParent (or by Parent and by the stockholders of Parent including an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to HoldcoParent’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities Equity Securities of HoldcoParent, or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco Parent shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than twenty four (204) calendar days before the anticipated filing date of such Registration StatementStatement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five three (53) calendar days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). Holdco shall, in good faith, Parent shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 2.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Parent included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationshall be subject to such Holder’s agreement to abide by the terms of Section 2.6 below.

Piggyback Rights. If, at any time on or after the date hereofthe Company consummates an initial Business Combination, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offer, (iii) for an offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (civ) for an offering of debt that is convertible into equity securities of Holdco, the Company or (dv) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty seven (207) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after the date hereofthe Company consummates a Business Combination, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, plan or (gv) filed in connection with any business combination or acquisition involving Holdcoa Business Combination, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. IfIf Acquiror or any Holder proposes to conduct a registered offering of, at any time on or after the date hereof, Holdco if Acquiror proposes to file a Registration Statement under the Securities Act with respect to an offering of 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 stockholders shareholders of HoldcoAcquiror (or by Acquiror and by the shareholders of Acquiror, including an Underwritten Takedown pursuant to Section 2.4 or a Block Trade pursuant to Section 2.9), other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to HoldcoAcquiror’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of HoldcoAcquiror, (d) for a dividend reinvestment plan, plan or (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdcofor a rights offering, then Holdco Acquiror 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 twenty five (205) 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 preliminary “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (Ax) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco Subject to subsection 2.8.2, Acquiror shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.8.1 to be included in a such Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Acquiror included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, in a Piggyback Registration shall be subject to Section 3.3 and Article IV, shall such Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriters Underwriter(s) duly selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationOffering.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for a rights offering or an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, plan or (gv) filed in connection with any business combination on Form S-4 or acquisition involving HoldcoForm S-8 or their successor forms, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than twenty ten (2010) days Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. IfSubject to the provisions of Section 2.5, if, at any time on or after the date hereofthe Company consummates a Business Combination, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Article II hereof), other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) filed in connection with an “at-the-market” offering or (v) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, plan or (g) filed in connection with any business combination or acquisition involving Holdcoa rights offering, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities (excluding the Sponsor with respect to the Registrable Securities distributed by the Sponsor to its members following the expiration of the Lock-Up Periods, as applicable) as soon as practicable but not less than twenty ten (2010) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution distribution, (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, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 (or in the case of a Block Trade, within one (1) business day) (such Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 2.04(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco the Company or Holdco shareholders Company stockholder(s) for whose account the such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1Section 2.04(a), subject to Section 3.3 3.04 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco the Company or Holdco shareholders for whose account the Registration Statement is to be filedHolders as provided in Section 2.02(c) or Section 2.03(a). For purposes of this Section 2.32.04, the filing by Holdco 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 Holdco the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.32.04). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determination.

Piggyback Rights. If, at any time on or after the date hereofthe Company consummates a Business Combination, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, plan or (ev) filed pursuant to subsection 2.1.1, (f) filed for a Demand Registration pursuant to Section 2.2, or 2.1 hereof (g) filed in connection with any business combination or acquisition involving Holdcofor which Section 2.1 shall apply), then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. IfSubject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date hereofthe Company consummates a Business Combination, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to consummate an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, Underwritten Takedown for its own account or for the account of stockholders of Holdcothe Company, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdcothe Company, then Holdco the Company shall give written notice of such proposed filing action to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statementpracticable, which notice shall (Ax) describe the amount and type of securities to be included in such offeringincluded, the intended methods method(s) of distribution (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, (B) describe such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include such number of Registrable Securities as such Holders may request in writing within five two (52) days (unless such offering is an overnight or bought Underwritten Takedown, then one (1) day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Takedown to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Piggyback Registration and to permit the sale resale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their include Registrable Securities through in an Underwritten Offering Takedown under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering Takedown by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Public REIT proposes to file a Registration Statement registration statement under the Securities Act with respect to an a secondary offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for REIT Shares held by any Person (including but not limited to the account of stockholders of Holdco, Investor) (other than a Registration Statement (a) filed in connection with any employee share option or other benefit plana merger, (b) for an acquisition, corporate reorganization, exchange offer or offering of securities solely to Holdco’s existing shareholdersoffers, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1rights offering, (f) filed pursuant to Section 2.2, stock option plan or (g) filed in connection with any business combination or acquisition involving Holdcoother employee benefit plan), then Holdco the Company shall give deliver written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less Eligible REIT Shareholders no later than twenty five (205) days before Business Days after the anticipated filing date of such Registration Statement, which notice (the “Piggyback Notice”). The Piggyback Notice shall (A) describe offer the amount and type of securities to be included in such offering, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) 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 (C) offer to all of the Holders of Registrable Securities Eligible REIT Shareholders the opportunity to register include in such registration statement the sale of such Doc#: US1:15482657v3 number of Registrable Securities REIT Shares as such Holders Eligible REIT Shareholder may request request. Subject to the other provisions of this Section 7.11.5(e), the Company shall include (or cause to be included) in writing each such registration all REIT Shares with respect to which the Company has received written requests for inclusion therein within five (5) days Business Days after receipt of such written notice the Piggyback Notice has been given to the applicable Eligible REIT Shareholder (such Registration a the “Piggyback RegistrationResponse”). Holdco 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 The Public REIT shall use its commercially reasonable best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant Eligible REIT Shareholders who have submitted a Piggyback Response in connection with such offering to this subsection 2.3.1 to be include in such offering all REIT Shares included in a each Eligible REIT Shareholder’s Piggyback Registration Response on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed other REIT Shares included in such Registration and to permit offering. Notwithstanding the sale foregoing, if the managing underwriter or other disposition underwriters of such Registrable Securities underwritten offering have informed the Public REIT in accordance with writing that it is their good faith opinion that the intended methods total amount of distribution thereof. All securities that such Holders proposing holders and any other Persons having rights to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1participate in such registration, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco amends or supplements such Registration Statement intend to include information with respect to a specific in such offering exceeds the number that can be sold in such offering without adversely affecting the success of Registrable Securities (such offering, then there shall be included in such offering the number or dollar amount of such REIT Shares that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such amendment or supplement number of securities shall trigger be allocated pro rata based on the notice and participation rights provided for in this Section 2.3). Holdco may postpone or withdraw relative percentage ownership of the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationPublic REIT.

Piggyback Rights. If, If at any time on or after the date hereof, Holdco Purchaser proposes to file a Registration Statement register common stock under the Securities Act with respect to an a public 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 stockholders of Holdco, common stock (other than a Registration Statement registration statement (ai) on Form S-8 or any successor form thereto, (ii) filed solely in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2plan or employee benefit plan covering officers or directors of the Purchaser, or (giii) filed on Form S-4 or any successor form thereto), for sale by the Purchaser or any other stockholder of the Purchaser, the Purchaser shall, not less than 20 days prior to the proposed date of filing of a registration statement, give written notice to the Management Sellers of its intention to do so. The Management Sellers may then request a piggyback registration of all or a portion of the Management Sellers' Purchaser Stock Consideration. A piggyback request from any Management Seller shall state the number of shares to be registered. If the Purchaser receives a piggyback request from any Management Sellers within 10 days after such Management Seller's receipt of such notice, the Purchaser will use commercially reasonable efforts to cause the shares covered by the piggyback request to be so registered under the Securities Act in the proposed registration statement if the proposed registration statement becomes effective. Purchaser shall use commercially reasonable efforts to cause such registration statement to become effective. The shares of Purchaser Stock covered by a piggyback request of any Management Seller shall be sold pursuant to the same plan of distribution that applies to the majority of the other shares covered by such registration statement, except to the extent that the Management Seller and Purchaser otherwise agree in writing. Purchaser shall further use commercially reasonable efforts to (i) maintain the effectiveness of the registration statement pursuant to which shares are sought to be sold by the Management Sellers for a period of one hundred twenty (120) days or until the Management Sellers have sold all of their shares of Purchaser Stock included in such registration statement, and (ii) furnish the Management Sellers such number of copies of the prospectus, related registration statement and other documents as, in conformity with the requirements of Law, they may require to consummate a sale of the shares of Purchaser Stock sought to be registered. The Management Sellers' shall be responsible for their pro rata share of any commissions and underwriting discounts and agree to provide such indemnification and other agreements as are reasonable and customary, and the Purchaser shall be responsible for all other expenses customarily born by an issuer in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such proposed filing to all registration. The rights of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities Management Sellers to piggyback registration may be included in such offering, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) 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 (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such exercised on an unlimited number of Registrable Securities as such Holders may request in writing within occasions for a five (5) days year period after receipt of such written notice (such Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationClosing.

Piggyback Rights. If, at any time on or after the date hereof, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Company (or by the Company and by the shareholders of the Company), other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for a rights offering or an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, plan or (gv) filed in connection with any business combination a Demand Registration pursuant to Section 2.1 or acquisition involving HoldcoSection 2.3 hereof (and, for the avoidance of doubt, other than in connection with an Underwritten Shelf Takedown), then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders securityholders of Holdcothe Company (other than Holders of Registrable Securities, which offerings are covered by Section 2.1 or Section 2.2), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholderssecurityholders or upon exercise of the Company’s outstanding warrants, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (gv) filed in connection with any business combination or acquisition involving Holdcothe Company, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, If the Company at any time on or after during the date hereof, Holdco Supplemental Rights Period proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, shares of Common Stock for its own account or for the account of stockholders any holders of Holdcoshares of its Common Stock, in each case solely for cash (other than a an Issuance Registration Statement or a registration statement (ai) filed on Form S-8 or any successor form to Form S-8 or in connection with any employee share option or other director welfare, benefit or compensation plan, (bii) for in connection with an exchange offer or an offering of securities solely exclusively to Holdco’s existing shareholders, security holders of the Company or its subsidiaries or (ciii) for an offering of debt that is convertible into equity securities of Holdco, (d) for relating to a dividend reinvestment plan, (e) filed transaction pursuant to subsection 2.1.1Rule 145 of the Securities Act), (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such the proposed filing registration to all of the Holders record owners of Registrable Securities as soon as practicable but not less than and Redeemable LLC Units at least twenty (20) days before prior to the anticipated filing date of such Registration Statementthe registration statement. The Holders of Registrable Securities shall have the right to request that all or any part of the Registrable Securities be included in the registration by giving written notice to the Company within ten (10) days after the giving of the foregoing notice by the Company; provided, which notice shall however, (A) describe if the registration relates to an underwritten primary offering on behalf of the Company and the managing underwriters of the offering determine in good faith that the aggregate amount and type of securities of the Company which the Company, Holders of Registrable Securities and holders of other piggyback registration rights propose to include in the registration statement exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, up to such maximum amount, first, the securities which the Company proposes to sell, and second, pro rata, the Registrable Securities and the securities proposed to be included in such offeringby any holders of other piggyback registration rights, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such if the registration is an underwritten secondary registration on behalf of any of the other security holders of the Company (the “Secondary Offering Security Holders’ rights under this Section 2.3 ”) and (C) offer to all the managing underwriters determine in good faith that the aggregate amount of securities which the Holders of Registrable Securities Securities, the opportunity Secondary Offering Security Holders and the holders of other piggyback registration rights propose to register include in the sale registration exceeds the maximum amount of securities that could practicably be included therein, the Company will include in the registration, up to such number maximum amount, first, the securities to be sold for the account of the Secondary Offering Security Holders, and second, pro rata, the Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in and the foregoing sentence securities proposed to be included in such Piggyback Registration and by any holders of other piggyback registration rights. The Company shall use its commercially reasonable best efforts to cause cause, but shall not be obligated to cause, the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration piggyback registration to be included on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement Company included therein. (It is understood, however, that the underwriters shall have the right to terminate entirely the participation of the Holders of Registrable Securities if the underwriters eliminate entirely the participation in the registration of all the other holders electing to include securities in the registration (other than the Company and the Secondary Offering Security Holders) because it is not practicable to include such securities in the registration.) If the registration is not an underwritten registration, then all of the Registrable Securities requested to be filed included in such Registration the registration shall be included. Registrable Securities proposed to be registered and sold pursuant to permit an underwritten offering for the sale account of the Holders of Registrable Securities shall be sold to prospective underwriters selected by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company, the Secondary Offering Security Holders, the Holders of Registrable Securities and any other disposition holders demanding registration and the prospective underwriters. Registrable Securities need not be included in any registration statement pursuant to this provision if in the opinion of such counsel to the Company (a copy of which opinion is delivered to the record owners of Registrable Securities) registration under the Securities Act is not required for public distribution of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3.1(b) prior to the effectiveness of the registration statement whether or not any holder has elected to include any Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationstatement.

Piggyback Rights. If, If at any time on or after Release Date I as it relates to the date hereof3,593,750 shares of Common Stock and Release Date II as it relates to the Warrant Securities, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of stockholders of Holdcothe Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, then the Company shall (ex) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than twenty ten (2010) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, (B) describe such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) days after following receipt of such written notice (such Registration a “Piggyback Registration”). Holdco shall, in good faith, The Company shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationRegistration.

Piggyback Rights. IfSubject to Section 7(c), if the Corporation at any time on or after the date hereof, Holdco Effective Date proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, register any Stock for its own account (a “Corporation Registration”) or for the account of stockholders any Stockholder possessing demand rights (including, for the avoidance of Holdcodoubt, other than in connection with a Stripes Registration Demand) (a “Stockholder Registration”) under the Securities Act by registration on Form S-1 or Form S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to an issuance of securities under Rule 144A under the Securities Act), it will at such time give prompt written notice to the Stockholders of its intention to do so, including the anticipated filing date of the Registration Statement and, if known, the number of shares of Stock that are proposed to be included in such Registration Statement, and of the Stockholders’ rights under this Section 7. Upon the written request of a Stockholder (awhich request shall specify the maximum number of Registrable Securities intended to be disposed of by such Stockholder and such other information as is reasonably required to effect the registration of such shares of Stock), made as promptly as practicable and in any event within fifteen (15) Business Days after the receipt of any such notice (five (5) Business Days if the Corporation states in such written notice or gives telephonic notice to such Stockholder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of an earlier planned filing date), the Corporation, subject to Section 7(c), shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Stockholders; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Corporation shall determine for any employee share option reason not to register or other benefit planto delay registration of such securities, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Corporation shall give written notice of such proposed filing determination to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods of distribution (including whether such Stockholders requesting registration will be pursuant to a shelf registration statement) and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 7 (which such Stockholders will hold in strict confidence) and (Ci) offer in the case of a determination not to all register, shall be relieved of the Holders of Registrable Securities the opportunity its obligation to 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance connection with such registration (but not from any obligation of the intended methods Corporation to pay the Registration Expenses in connection therewith), and (ii) in the case of distribution thereof. All such Holders proposing a determination to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IVdelay registering, shall enter into an underwriting agreement be permitted to delay registering any Registrable Securities, for the same period as the delay in customary form with the Underwriters selected for registering such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationother securities.

Piggyback Rights. If, If at any time on or after the date hereofClosing, Holdco Purchaser proposes to file a Registration Statement under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by Purchaser for its own account or for security holders of Purchaser for their account (or by Purchaser and by security holders of Purchaser), other than the account of stockholders of HoldcoShelf Registration Statement to be filed pursuant to Section 2.1.1, and other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for an exchange offer or offering of securities solely to HoldcoPurchaser’s existing shareholderssecurity holders, (ciii) for an offering of debt that is convertible into equity securities of HoldcoPurchaser, or (div) for a dividend reinvestment plan, then Purchaser shall (ex) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such proposed filing to all of the Holders of Investors holding Registrable Securities as soon as practicable but not in no event less than twenty (20) ten days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offeringoffering or registration, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, (B) describe such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders of Investors holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders Investors may request in writing within five (5) days after following receipt of such written notice (such Registration a “Piggyback Registration”). Holdco shallTo the extent permitted by applicable securities laws with respect to such registration by Purchaser or another demanding security holder, 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 Purchaser shall use its reasonable best efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders Investors holding Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationRegistration.

Piggyback Rights. If, at any time on or after the date hereofthe Company consummates a Business Combination, Holdco the Company proposes to file a Registration Statement US-DOCS\127167585.4 under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.01 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.02(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.02(a) shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, If at any time on or after Release Date I as it relates to the date hereof5,750,000 shares of Common Stock and Release Date II as it relates to the Warrant Securities, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of stockholders of Holdcothe Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, then the Company shall (ex) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than twenty ten (2010) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, (B) describe such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) days after following receipt of such written notice (such Registration a “Piggyback Registration”). Holdco shall, in good faith, The Company shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggyback Registration that involves an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationRegistration.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company, other than a Registration Statement (aor any registered offering with respect thereto) (i) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) filed in connection with an “at-the-market” offering or (v) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, plan or (g) filed in connection with any business combination or acquisition involving Holdcoa rights offering, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution distribution, (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, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 Section 2.04(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders Company stockholder(s) for whose account the such Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1Section 2.04(a), subject to Section 3.3 3.04 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco the Company or Holdco shareholders for whose account the Registration Statement is to be filedHolders as provided in Error! Reference source not found. or Section 2.01(a). For purposes of this Section 2.32.04, the filing by Holdco 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 Holdco the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.32.04). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determination.

Piggyback Rights. If, at any time and from time to time on or after the date hereofexpiration of a lock-up to which such shares are subject, Holdco if any, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after time, the date hereof, Holdco Company proposes to file a Registration Statement in connection with any public offering of the Company’s partnership interests or units under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, whether for its own account or for the account of stockholders one or more unitholders of Holdco, the Company (other than a an Excluded Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving HoldcoStatement), then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities GWG as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities GWG the opportunity to register the sale of such number of Registrable Securities as such Holders GWG may request in writing within five fifteen (515) days after receipt of such written notice (such Registration a ““ Piggyback RegistrationRegistration ”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders GWG pursuant to this subsection 2.3.1 2.1.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing Should GWG propose to distribute their Registrable Securities through participate in an Underwritten Offering under this subsection 2.3.12.1.1, subject to Section 3.3 and Article IV, then GWG shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. IfIf the Company (for its own account or for the account of persons or entities other than the Holders of Registrable Securities) or any Holder proposes to conduct a registered offering of, at any time on or after if the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securitiessecurities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities of the Company, for its own account or for the account of stockholders shareholders of Holdcothe 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) (a) filed in connection with any employee share stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, the Company or (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing offering to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) 5 days before the anticipated filing date of such Registration StatementStatement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (Ai) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if anyany and if known, in such offering, (B) describe such Holders’ rights under this Section 2.3 and (Cii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of include in such registered offering such number of Registrable Securities as such Holders may request in writing within five two (52) days after receipt of such written notice (such Registration registered offering, a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their The inclusion of any Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationshall be subject to such Holder’s agreement to abide by the terms of Section 3.3 below.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing registration to all of the Holders of Registrable Securities as soon as practicable but not less no later than twenty (205) days before following the anticipated initial filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for a rights offering or an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, plan or an at-the-market offering or (gv) filed in connection with any business combination on Form S-4 or acquisition involving HoldcoForm S-8 or their successor forms, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than twenty (20) five business days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after following expiration of the date hereofLock-Up Period, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, Equity Securities for its own account or for the account of stockholders shareholders of Holdcothe Company (or by the Company and by the shareholders of the Company, including pursuant to Section 2.1), other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities shares of Holdcocapital stock of the Company, (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (gv) filed a Form F-4 or S-4 (or any successor form thereto) in connection with any a business combination or acquisition involving Holdcocombination, then Holdco the Company shall give written notice of such proposed filing registration to all of the Holders of Registrable Securities as soon as practicable but not less no later than twenty ten (2010 days) days before prior to the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.1.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.1.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filedCompany. For purposes In addition, the provisions of this Section 2.3, the filing by Holdco of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information 2.1 shall not provide Piggyback Registration rights with respect to any specific offering SEC registered overnight block trade effected pursuant to Rule 430B shall not trigger subsection 2.3.8 (or any notification or participation rights hereunder until such time as Holdco amends or supplements such Registration Statement to include information with respect to a specific offering successor provision thereto) of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationInvestor Rights Agreement.

Piggyback Rights. If, at any time on or after the date hereof, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdcothe Company, (div) for a dividend reinvestment plan, (ev) on Form S-4 filed pursuant to subsection 2.1.1, in connection with the Business Combination or (fvi) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco2.1 hereof, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities then outstanding as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection Subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, Subsection 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after the date hereofthe Company consummates a Business Combination, Holdco the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company US-DOCS\119985520.5 or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty seven (207) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filedCompany. For purposes of The notice periods set forth in this Section 2.3, the filing by Holdco 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 subsection 2.2.1 shall not trigger any notification or participation rights hereunder until such time as Holdco amends or supplements such Registration Statement apply to include information an Underwritten Shelf Takedown conducted in accordance 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationsubsection 2.3.3.

Piggyback Rights. If(a) If the Company at any time following the initial Public Offering by the Company proposes to register Ordinary Shares under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (including pursuant to Section 3.3), it will, at each such time, give prompt written notice to the Registration Rights Holders of its intention to do so and of the Registration Rights Holders' rights under this Section 3.1. Upon the written request of any Registration Rights Holder made within 14 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Registration Rights Holder), the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Registration Rights Holders have so requested to be registered; provided that (i) if, at any time on or after giving written notice of its intention to register any securities and prior to the effective date hereof, Holdco proposes to file a Registration Statement under of the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdco, other than a Registration Statement (a) registration statement filed in connection with such registration, the Company or any employee share option or other benefit plan, (b) for an exchange offer or offering holder of securities solely that initiated such registration (an "Initiating Holder") shall determine for any reason not to Holdco’s existing shareholdersproceed with the proposed registration of the securities to be sold by it, (c) for an offering of debt that is convertible into equity securities of Holdcothe Company or such Initiating Holder may, (d) for a dividend reinvestment planat its election, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such proposed filing determination to all the Registration Rights Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (ii) if such registration involves an underwritten offering, the Registration Rights Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities requesting to be included in such offering, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) 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 (C) offer to all of the Holders of must sell their Registrable Securities to the opportunity to 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested underwriters selected by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration Company or the Initiating Holders, as the case may be, on the same terms and conditions as apply to the Company or the Initiating Holders, as the case may be, with, in the case of a combined primary and secondary offering, such differences, including any similar securities of Holdco with respect to indemnification and liability insurance, as may be customary or Holdco shareholders for whose account the appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3.1(a) involves an underwritten public offering, any Registration Statement is Rights Holder requesting to be filed included in such Registration and registration may elect, in writing prior to permit the sale effective date of the registration statement filed in connection with such registration, not to register all or other disposition any portion of such Registrable Securities securities in accordance connection with the intended methods of distribution thereofsuch registration. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement Nothing in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, 3.1(a) shall operate to limit the filing by Holdco right of an automatic shelf a Registration Rights Holder to (i) request the 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 Holdco amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities that consist of Ordinary Shares issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities, as applicable, held by such Registration Rights Holder (including Non-Voting Ordinary Shares) notwithstanding the fact that at the time of request such Registration Rights Holder holds only such securities and such amendment not the underlying Ordinary Shares or supplement shall trigger (ii) request the notice registration at one time of Registrable Securities that consist of both Ordinary Shares and participation rights provided securities convertible into or exercisable or exchangeable for in this Section 2.3). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationOrdinary Shares.

Piggyback Rights. If, at any time on or after the date hereofthe Purchaser consummates the Business Combination, Holdco the Purchaser proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiessecurities (“Offering Securities”), for its own account or for the account of stockholders of Holdcothe Purchaser (or by the Purchaser and by the stockholders of the Purchaser including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Purchaser’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Purchaser or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Purchaser shall give written notice of such proposed filing to all of the Holders of Vendors holding Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Vendors holding Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders Vendors may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). Holdco The Purchaser shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders Vendors pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Purchaser included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders Vendors proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationPurchaser.

Piggyback Rights. If, If the Company at any time on or after the date hereof, Holdco hereof proposes to file a Registration Statement register its Common Stock (or any security which is convertible into or exchangeable or exercisable for Common Stock) under the Securities Act with respect to an offering of equity securities(other than a registration on Form S-4 or S-8, or securities any successor or other obligations exercisable forms promulgated for similar purposes), whether or exchangeable for, or convertible into equity securities, not for sale for its own account or for at the account request of stockholders of Holdco, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed Demand Party pursuant to Section 2.22.1 hereof, or (g) filed in connection with any business combination or acquisition involving Holdcoit will, then Holdco shall at each such time, give prompt written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount its intention to do so and type of securities to be included in such offering, the intended methods of distribution (including whether such registration will be pursuant to a shelf registration statement) 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 2.6. Upon the written request of any such Holder made within 20 days after the receipt of any such notice (C) offer to all of which request shall specify the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence intended to be included in disposed of by such Piggyback Registration and shall Holder), the Company will, as expeditiously as practicable, use its reasonable best efforts to cause effect the managing Underwriter or Underwriters registration under the Securities Act of a proposed Underwritten Offeringall Registrable Securities which the Company has been so requested to register by the Holders thereof, if any, to the extent requisite to permit the disposition of the Registrable Securities requested so to be registered; provided, that (a) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (b) if such registration involves an underwritten offering, all Holders pursuant to this subsection 2.3.1 of Registrable Securities requesting to be included in a Piggyback Registration the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any similar securities with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings; and provided, further, however, that the Company will not be relieved of Holdco or Holdco shareholders for whose account the Registration Statement is its obligations to effect any registrations required by Section 2.1 hereof. If a registration requested pursuant to this Section 2.6 involves an underwritten public offering, any Holder of Registrable Securities requesting to be filed included in such Registration and registration may elect, in writing prior to permit the sale or other disposition effective date of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco of an automatic shelf registration statement for offerings pursuant filed in connection with such registration, not to Rule 415(a) that omits information register such securities in connection with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationregistration.

Piggyback Rights. If, at any (a) Each time on or after the date hereof, Holdco proposes Company is planning to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdco, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering the sale of shares of securities solely to Holdco’s existing shareholders, of the Company that are of the type that are Registrable Securities by (ci) for an offering of debt that is convertible into equity securities of Holdco, the Company (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed other than in connection with an IPO comprised solely of the primary offer and sale of Common Stock by the Company or a registration statement on Form S-4 or S-8 or any business combination similar or acquisition involving Holdcosuccessor form) or (ii) any Stockholder (the Company or such Stockholder in such case, then Holdco shall the "Initiating Party"), the Company will give prompt written notice of such proposed filing thereof to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before Holder and to Holdings, at least 15 Business Days prior to the anticipated filing date of such Registration Statementregistration statement. Upon the written request of Holder made within 20 Business Days after the receipt of any such notice from the Company, which notice shall request will specify the Registrable Securities (Athe "Piggy-Back Shares") describe the amount and type of securities intended to be included disposed of by Holder in such offering, the intended methods of distribution (including whether such registration Company will be pursuant to a shelf registration statement) 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 (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause effect the managing Underwriter or Underwriters registration under the Securities Act of a proposed Underwritten Offering, if any, all Piggy-Back Shares which the Company has been so requested to register by Holder to the extent required to permit the Registrable Securities requested by disposition of the Holders pursuant to this subsection 2.3.1 Piggy-Back Shares to be included registered; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in a Piggyback Registration connection with such registration, any Initiating Party determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each holder of Piggy-Back Shares and thereupon will be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, Holder must sell the Piggy-Back Shares to the underwriters on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account apply to the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationInitiating Parties.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (ai) filed in connection with any employee share stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (ciii) for an offering of debt that is convertible into equity securities of Holdco, the Company (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (gv) filed a Form S-4 (or any successor form thereto) in connection with any a business combination or acquisition involving Holdcocombination, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities whose applicable Lock-up Period has expired as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities whose applicable Lock-up Period has expired the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the such Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company, other than a Registration Statement (a) filed in on connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into registering equity securities of Holdco, (d) for the Company issued or issuable further a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdcoprivate placement, then Holdco the Company shall give written notice of such proposed filing to all of the Holders Holder of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders Holder of Registrable Securities the opportunity to 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 Registration Registration, a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders Holder pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing If the Holder proposes to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.12.2.1, subject to Section 3.3 and Article IV, the Holder shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, at any (a) Each time on or after the date hereof, Holdco proposes Company is planning to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdco, other than a Registration Statement (a) filed in connection with any employee share option the sale of Units or other benefit plan, (b) for an exchange offer or offering of securities solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco, the Company by (di) for a dividend reinvestment plan, the Company (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed other than in connection with an IPO or a registration statement on Form S-4 or S-8 or any business combination similar or acquisition involving Holdcosuccessor form) or (ii) AS Persons (the Company or the AS Persons in such case, then Holdco shall the “Initiating Party”), the Company will give prompt written notice of such proposed filing thereof to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before Members at least 15 Business Days prior to the anticipated filing date of such Registration Statementregistration statement. Upon the written request of the Members made within 15 days after the receipt of any such notice from the Company, which notice shall request will specify the number of Registrable Securities (A) describe such securities, together with any other Units or other equity securities of the amount and type of securities Company requested to be included in such offeringregistration statement by any other Person pursuant to similar registration rights, the “Piggy-Back Securities”) intended methods to be disposed of distribution (including whether such registration will be pursuant to a shelf registration statement) and name of by the proposed managing Underwriter or Underwriters, if any, Members in such offering, (B) describe such Holders’ rights the Company will use commercially reasonable efforts to effect the registration under this Section 2.3 and (C) offer to the Securities Act of all of Piggy-Back Securities which the Holders of Registrable Securities the opportunity Company has been so requested to register by 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 Registration a “Piggyback Registration”). Holdco shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in Members to the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, extent required to permit the Registrable disposition of the Piggy-Back Securities requested by the Holders pursuant to this subsection 2.3.1 to be included registered; provided, that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in a Piggyback Registration connection with such registration, any Initiating Party determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each holder of Piggy-Back Securities and thereupon will be relieved of its obligation to register any Piggy-Back Securities in connection with such registration, and (y) if such registration involves an underwritten offering, each such holder must sell its Units or other equity interests of the Company to the underwriters on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account apply to the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationInitiating Parties.

Piggyback Rights. If, at any time on or after the date hereof, Holdco the Parent proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Parent (or by Parent and by the shareholders of Parent), other than a Registration Statement (ai) filed in connection with any employee share option or other benefit plan, (bii) for a rights offering or an exchange offer or offering of securities solely to HoldcoParent’s existing shareholders, shareholders or (ciii) for an offering of debt that is convertible into equity securities of Holdco, Parent or (div) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco Parent shall give (or cause to be given) written notice of such proposed filing to all of the Holders holders of Registrable Securities Merger Stock Consideration as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, but in no event later than ten (10) days prior to the proposed filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders holders of Registrable Securities Merger Stock Consideration the opportunity to register the sale of such number of Registrable Securities shares of Merger Stock Consideration as such Holders holders may request in writing within five (5) days Business Days after receipt of such written notice (such Registration a “Piggyback Registration”). Holdco Parent shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence Merger Stock Consideration to be included in such Piggyback Registration and shall use its commercially reasonable best {N4442029.10} 255288355 v23 efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities Merger Stock Consideration requested by the Holders holders pursuant to this subsection 2.3.1 Section 5.6(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Parent included in such Registration and to permit the sale or other disposition of such Registrable Securities Merger Stock Consideration in accordance with the intended methods method(s) of distribution thereof. All such Holders holders proposing to distribute their Registrable Securities Merger Stock Consideration through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 5.6(a) shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationParent.

Piggyback Rights. If, (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 the date hereofthat is 180 days after the Effective Date or (ii) at any time during the 24 month period following the effective date of the Shelf Registration Statement, Holdco the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete) and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof or the Shelf Registration Statement), other than a Registration Statement (aA) filed in connection with any employee share stock option or other benefit plan, (bB) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, or (c) for an offering of debt that is convertible into equity securities of Holdco, (dC) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing effectiveness date of such Registration Statement, which notice shall (A1) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 and (C2) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration Registration, a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationRegistration.

Piggyback Rights. If, at any time on or after If the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company), other than a Registration Statement (ai) filed pursuant to Section 2.2, (ii) filed in connection with any employee share stock option or other benefit plan, (biii) for a rights offering or an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (civ) for an offering of debt that is convertible into equity securities of Holdco, the Company (dv) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (vi) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty three (203) days Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”); provided, that each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information; provided further, that the exercise of any piggy-back rights with respect to any block trade should be done no later than twenty four (24) hours following receipt of any written notice regarding such Block Trade. Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.3.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, If at any time on or after from time to time following the date hereof, Holdco Lock-Up Period applicable to any Holder under Article V hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of Holdcothe Company, other than a Registration Statement (ai) filed pursuant to Section 2.1, (ii) filed in connection with any employee share stock option or other benefit plan, (biii) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholders, (civ) for an offering of debt that is convertible into equity securities of Holdcothe Company, (dv) to register the offering of securities in connection with a transaction to be registered on Form S-4 or (vi) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty ten (2010) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, in such offering, and (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed Underwritten Offering, if any, Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriters Underwriter(s) selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determinationCompany.

Piggyback Rights. If, (a) If at any time on or after the date hereof, Holdco Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Holdcothe Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to subsection 2.2.1), other than a Registration Statement (ai) filed pursuant to Section 2.1 hereof, (ii) with respect to the Principal Holders, filed in connection with a Permitted Apache Offering (which shall be deemed to include the Existing Registration Statement), (iii) filed in connection with any employee share stock option or other benefit plan, (biv) for an exchange offer or offering of securities solely to Holdcothe Company’s existing shareholdersstockholders, (cv) for an offering of debt that is convertible into equity securities of Holdcothe Company, (dvi) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (gvii) filed in connection with any business combination or acquisition involving Holdcoon Form S-4, then Holdco 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 filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such “Piggyback Registration StatementNotice”), which notice shall (A) describe the amount and type of securities to be included in such offering, Registration and the intended methods method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement) 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 (C) offer to all of the Holders of Registrable Securities the opportunity to 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 Registration a “Piggyback Registration”). Holdco The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by Holdco 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 Holdco 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). Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determination.