Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. The Company shall notify all Holders in writing at least thirty (30) days prior to filing any Registration Statement (including, but not limited to, Registration Statements relating to secondary offerings of securities of the Company, but excluding Registration Statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such Registration Statement all or any part of the Registrable Securities then held by such Holder. Each time Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company proposes in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to register any include in such Registration Statement. The Company thereupon will use its best efforts as a part of its equity securities (other than pursuant filing of such Registration Statement to an Excluded Registration) effect the registration under the Securities Act for sale of all Registrable Securities which the Company has been so requested to register by the Holder, to the public (whether for extent required to permit the account disposition of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall so to be given registered. If a Holder decides not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from any Registration Statement thereafter filed by the Company. Any , such Holder shall nevertheless continue to have the right to withdraw such Holder’s request for inclusion of such Holder’s include any Registrable Securities in any registration statement pursuant to this Section 2.2.1 subsequent Registration Statement or Registration Statements as may be filed by giving written notice to the Company with respect to offerings of such withdrawal. Subject to Section 2.2.2 belowits securities, all upon the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredterms and conditions set forth herein.

Right to Piggyback. Each If at any time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for sale to its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the public Company or its Affiliates or (whether iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of the Company or the account any holder of any securityholder securities of the Company) (a “Piggyback Registration”)same type as the Registrable Shares, then the Company shall give prompt written notice of such proposed filing to each Holder of Registrable Securities (which notice shall be given not less than ten (10) the Holders at least 30 days prior to before the anticipated filing date of the Company’s registration statement), which date. Such notice shall offer each such Holder the Holders the opportunity to include any or all of its Registrable Securities in register such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten Registrable Shares as they may request (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawala "Piggyback Registration"). Subject to Section 2.2.2 below2(b) hereof, the Company shall include in each such registration statement Piggyback Registration all such Registrable Securities so requested Shares with respect to be included therein; provided, however, that which the Company may has received written requests for inclusion therein within 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effective date of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration.

Right to Piggyback. Each time Whenever the Company proposes (i) to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), whether for sale to the public (whether its own account or for the account of the Company one or the account of any securityholder more stockholders of the Company) , and the registration form to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), or (ii) to file a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not but in no event less than ten (10) days prior to before the anticipated filing date of the Company’s such registration statement)statement or such prospectus supplement) written notice to all Holders of its intention to effect such a registration or filing, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer each such Holder to all Holders of Registrable Securities the opportunity to include any or all register the same of its such number of Registrable Securities in as such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company Holders may request in writing within five (stating the number of shares desired to be registered5) within ten (10) days Business Days after the date receipt of such written notice from the Company. Any Holder shall have the right The Company shall, subject to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowSections 2(d)(ii) and 2(d)(iii), the Company shall include in such registration statement or offering all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time withdraw or cease proceeding with in its sole discretion upon reasonable notice to any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredparticipating Holders.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration or the IPO Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time In the Company proposes event that a Holder is not permitted to register any of its equity securities (other than pursuant to an Excluded Registration) effect sales under the Securities Act for sale Shelf Registration Statement under Section 3.2(b)(x)(iii) hereof or the Holders are not permitted to effect Demand Offering due to Section 3.4(a)(i), Holders shall become entitled to the public rights of this Section 3.6. The Company will promptly (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities but in any registration statement pursuant to this Section 2.2.1 by giving event within 30 days) give written notice to the Company Holders of its intention to effect such withdrawal. Subject registration and a description of any underwriting agreement to Section 2.2.2 below, the Company shall be entered into with respect thereto and will include in such registration statement all such Shelf Registrable Securities so requested or Demand Offering Securities with respect to be included thereinwhich the Company has received written requests for inclusion within 15 days after the receipt of the Company's notice (a "Piggyback Registration Request"); providedPROVIDED, howeverHOWEVER, that the Company shall not be required to include Shelf Registrable Securities or Demand Offering Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may at be registered by the issuer and/or selling security holders if, and to the extent that, such inclusion would make the use of such form unavailable. In the event that any time withdraw Piggyback Registration shall be, in whole or cease proceeding with any in part, an underwritten public offering of Common Stock, the Holders shall agree that such registration if it shall at Demand Offering Securities or Shelf Registrable Securities are to be included in the underwriting on the same time withdraw or cease proceeding with terms and conditions as the registration shares of all other equity securities originally proposed to be registeredCommon Stock otherwise being sold through underwriters under such registration.

Right to Piggyback. The Company shall notify all Holders in writing at least thirty (30) days prior to filing any Registration Statement (including, but not limited to, Registration Statements relating to secondary offerings of securities of the Company, but excluding --------- Registration Statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such Registration Statement all or any part of the Registrable Securities then held by such Holder. Each time Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company proposes in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to register any include in such Registration Statement. The Company thereupon will use its best efforts as a part of its equity securities (other than pursuant filing of such Registration Statement to an Excluded Registration) effect the registration under the Securities Act for sale of all Registrable Securities which the Company has been so requested to register by the Holder, to the public (whether for extent required to permit the account disposition of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall so to be given registered. If a Holder decides not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from any Registration Statement thereafter filed by the Company. Any , such Holder shall nevertheless continue to have the right to withdraw such Holder’s request for inclusion of such Holder’s include any Registrable Securities in any registration statement pursuant to this Section 2.2.1 subsequent Registration Statement or Registration Statements as may be filed by giving written notice to the Company with respect to offerings of such withdrawal. Subject to Section 2.2.2 belowits securities, all upon the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredterms and conditions set forth herein.

Right to Piggyback. Each time the If The Company or its successor proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public on any registration form (whether otherwise than for the account registration of the securities to be USA and sold by The Company pursuant to (i) an employee benefit plan or the account any registration of any securityholder securities using SEC Form S-8, (ii) a dividend or interest reinvestment plan, (iii) other similar plans or (iv) reclassification of the Companysecurities, mergers, consolidations and acquisitions of assets) (permitting a “Piggyback Registration”)secondary offering or distribution, not less than 90 days prior to each such registration, the Company shall give prompt the Subscriber written notice of such proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and, upon the written request of a subscriber to each Holder of Registrable the USA Securities (which notice shall be given not less than ten (10a "USA Subscriber") days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) furnished within ten (10) 30 days after the date of any such notice from the Company. Any Holder shall have the right notice, proceed to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so his or her shares of USA common stock (the "Piggy-Back Shares") as have been requested by a USA Subscriber to be included therein; provided, however, that in such registration. The requesting USA Subscriber shall in his or her request describe briefly the proposed disposition of such Piggy-Back Shares. The Company may at any time withdraw or cease proceeding with any will in each instance use its best efforts to cause all such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed Piggy-Back Shares to be registeredregistered under the Securities Act and qualified under the securities or blue sky laws of any jurisdiction requested by the USA Subscriber, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by such USA Subscriber.

Right to Piggyback. Each If at any time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement for Common Stock under the Securities Act with respect to a public offering by the Company for sale to the public (whether its own account or for the account of any other Person who is a holder of securities of the same type as the Registrable Securities (other than a registration statement (i) relating solely to employee benefit plans, (ii) relating solely to a Rule 145 transaction under the Securities Act or (iii) which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement), then the Company or shall give written notice of such proposed filing to the account Holders at least fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of any securityholder of the Company) Registrable Securities as they may request (a “Piggyback Registration”). Subject to Section 4(b), the Company shall give prompt written notice to include in each Holder of such Piggyback Registration all Registrable Securities (with respect to which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) has received written requests for inclusion therein within ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration.

Right to Piggyback. Each time the Company Corporation proposes to register offer any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder equity holder of the CompanyCorporation other than a Holder) (a “Piggyback RegistrationOffering”), the Company Corporation shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten twenty (1020) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Corporation Shelf Registration”) or (ii) the anticipated filing date of the CompanyCorporation’s registration statementstatement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statementunderwritten offering, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement underwritten offering shall so advise the Company Corporation in writing (stating the number and type of shares Registrable Securities desired to be registeredregistered or included) within ten fifteen (1015) days after the date of such notice from the CompanyCorporation. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 below, the Company Corporation shall include in such registration statement underwritten offering all such Registrable Securities so requested to be included therein; provided. Notwithstanding the foregoing, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration offering if it shall at the same time withdraw or cease proceeding with the registration offering of all other equity securities originally proposed to be registeredincluded in such offering.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) for sale to the public (public, whether for the account of the Company Issuer or the account of any securityholder of the Company) (a “Piggyback Registration”)securityholder, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (Securities, which notice shall be given not less than ten (10) 20 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statement), which notice statement and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to all or part of the limitations contained in Section 2.2.2 hereofRegistrable Securities held by such Holder. Each Holder who desires to have its include Registrable Securities included in such registration statement shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 15 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.1(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who that desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawalwithdrawal prior to the date of filing of the registration statement. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) a Demand Registration and other than pursuant to a Registration Statement on Form X-0, Xxxx X-0 or any successor forms thereto), or otherwise proposes to offer any of its equity securities under the Securities Act in an Underwritten Offering either for sale to the public (whether its own account or for the account of one or more securityholders and the Company or is eligible to use a registration form for such offering that may be used for the account registration of any securityholder of the Company) Registrable Securities (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice to each Holder all Holders of Registrable Securities of its intention to effect such a registration (which notice shall be given not less than ten fifteen (1015) days prior to the anticipated expected filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included thereinRegistration Statement; provided, however, that in the case of an Underwritten Offering under a Shelf Registration, such notice shall be given not less than seven (7) Business Days prior to the date of commencement of marketing efforts for such offering) and shall, subject to the provisions of Section 2(c) below, include in such Piggyback Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice. Notwithstanding anything to the contrary contained herein, the Company may at any time withdraw or cease proceeding determine not to proceed with any a registration which is the subject of such registration if it notice. A Piggyback Offering shall at not be considered a Demand Registration for purposes of this Agreement and the same time withdraw or cease proceeding with the registration rights to Piggyback Offerings may be exercised an unlimited number of all other equity securities originally proposed to be registeredoccasions.

Right to Piggyback. Each time the Company Whenever Pubco proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for (other than (i) pursuant to a Demand Registration, (ii) pursuant to a Takedown Demand, (iii) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission or any successor forms, (iv) a registration relating solely to employment benefit plans, (v) in connection with a registration the primary purpose of which is to register debt securities, or (vi) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company Pubco shall give prompt written notice to each Holder all holders of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in intention to effect such registration statementa Piggyback Registration and, subject to the limitations contained in Section 2.2.2 terms of Sections 2(c) and 2(d) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration statement requirements and in any related underwriting) all such Registrable Securities so requested with respect to be included thereinwhich Pubco has received written requests for inclusion therein within 10 business days after the delivery of Pubco’s notice; provided, however, provided that the Company any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredstatement becoming effective.

Right to Piggyback. Each time Subject to Section 2.2(e) below, whenever the applicable Registrant Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether its own account or for the account of any holder of equity securities (other than (i) pursuant to a Demand Registration, in which case the Company ability of a holder of Registrable Securities to participate in such Demand Registration shall be governed by Section 2.1 and (ii) pursuant to a registration statement on Form S-8 or the account of S-4 or any securityholder of the Companysimilar or successor form) (a “"Piggyback Registration”"), the applicable Registrant Company shall give prompt written notice to each Holder of Registrable Securities at least thirty (which notice shall be given not less than ten (1030) days prior to the anticipated filing date the registration statement is to be filed to all applicable holders of Registrable Securities of its intention to effect such a registration and of such holders' rights under this Section 2.2. Upon the Company’s registration statementwritten request of any holder of Registrable Securities receiving such notice (which request must specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the applicable Registrant Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Securities so requested to be included thereinregistered pursuant to this Section 2.2(a), subject to Sections 2.2(b) and 2.2(c) below, with respect to which the applicable Registrant Company has received written requests for inclusion therein within twenty (20) days after the receipt of the applicable Registrant Company's notice; provided, however, provided that the Company any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding prior to executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective, and if such holder withdraws its request for inclusion, no Registrant Company shall be obligated to pay any expenses of such holder with any respect to such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistration.

Right to Piggyback. Each time If (i) the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act except for sale offerings pursuant to registration statements relating to employee benefit plans or with respect to corporate reorganization or other transactions under Rule 145 of the public Securities Act or otherwise registered on Form S-4 under the Securities Act (whether a “Qualified Public Offering”) and (ii) the registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Holder Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities will at least thirty (which notice shall be given not less than ten (1030) days prior to a Qualified Public Offering give written notice to the anticipated filing date Holder of its intention to effect such a public offering. If the Holder desires to dispose of any of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities (as defined below) in such registration statementthe public offering, subject it shall provide written notice thereof to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing within fifteen (stating the number of shares desired to be registered) within ten (1015) days after the date receipt of any such notice from notice, specifying the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant intended to this Section 2.2.1 be disposed of by giving written notice to the Company of such withdrawalHolder. Subject to Section 2.2.2 below11.1(b), the Company shall include in such will use its commercially reasonable efforts to effect the registration statement under the Securities Act of all such Holder Registrable Securities which the Company has been so requested to register by the Holder on the same terms and conditions as the securities otherwise being sold in such registration, to the extent requisite to permit the disposition of the Holder Registrable Securities requested to be included therein; provided, however, that so registered. Nothing in this Section 11.1 shall prevent the Company may from abandoning, at any time withdraw or cease proceeding with any such registration if it shall at time, an offering under which the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredHolder has requested a Piggyback Registration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. Notwithstanding anything to the contrary contained in this Section 2.2.1, no Holder shall be entitled to register any of its Registrable Shares pursuant to this Section 2.2.1 until 180 days after the Effective Date, nor shall any Holder be entitled to notice of any proposed registration by the Company of any of its equity securities that is intended to become effective within 180 days of the Effective Date.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 2.2(ii) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 2.2(i) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(ii) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each If at any time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for sale to its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the public Company or its Affiliates or (whether iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of the Company or the account any holder of any securityholder securities of the Company) (a “Piggyback Registration”)same type as the Registrable Shares, then the Company shall give prompt written notice of such proposed filing to each Holder of Registrable Securities (which notice shall be given not less than ten (10) the Holders at least 30 days prior to before the anticipated filing date of the Company’s registration statement), which date. Such notice shall offer each such Holder the Holders the opportunity to include any or all register such amount of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing Shares as they may request (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawala "Piggyback Registration"). Subject to Section 2.2.2 below3(b) hereof, the Company shall include in each such registration statement Piggyback Registration all such Registrable Securities so requested Shares with respect to be included therein; provided, however, that which the Company may has received written requests for inclusion therein within 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effective date of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registrationa Demand Registration or a registration on Form S-8 or any successor form) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and, subject to Section 2.02(c) and Section 2.02(d), shall include in such registration (and in all related registrations or qualifications under blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 20 days prior to after the anticipated filing date receipt of the Company’s registration statement), which notice notice; provided that the Company shall offer each such Holder not include in any Piggyback Registration that is an underwritten offering any securities that are held by an employee of the opportunity to include Company or any or all of its Registrable Securities Subsidiaries or any Person controlled by any such employee without the prior written consent of the managing underwriters. Notwithstanding the above, in such the case of a registration statementin connection with an Initial Public Offering initially filed prior to December 31, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving 2011, written notice to by the Company of its proposal to register its securities need not be delivered to holders of Registrable Securities until after the initial filing by the Company of a registration statement under the Securities Act to register such withdrawal. Subject to Section 2.2.2 below, securities and the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may at any time withdraw or cease proceeding with any such registration if it shall at has received written requests for inclusion therein within 10 days after receipt of the same time withdraw or cease proceeding with Company’s notice, subject to the registration of all other equity securities originally proposed to be registeredlimitations and priorities set forth in this Section 2.02.

Right to Piggyback. Each time the Company proposes to register any of its equity securities of the same class (other than pursuant to an Excluded Registration or a Demand Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares Registrable Shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (effect a “Piggyback Registration”), the Company shall give prompt written notice (in any event within 10 days after its receipt of notice of any exercise of other demand registration rights) to each Holder all Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such registration on the same terms as the Company and other Persons selling securities in connection with such registration all Registrable Securities (Common Stock with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 15 days prior to after the anticipated filing date receipt of the Company’s registration statement), which notice. The Company’s notice shall offer each specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such Holder registration statement with the opportunity to include SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of any equity securities offered by the Company. The Company may postpone or all withdraw the filing or the effectiveness of a Piggyback Registration initiated by the Company at any time in its sole discretion; provided that such postponement or withdrawal does not relieve the Company of its Registrable Securities in such obligations to pay registration statement, subject expenses pursuant to the limitations contained in Section 2.2.2 hereof6. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right permitted to withdraw such Holder’s request for inclusion all or part of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may Common Stock from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effectiveness of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistration.

Right to Piggyback. Each time the Company Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) for sale to the public (public, whether for the account of the Company Issuer or the account of any securityholder of the Company) (a “Piggyback Registration”)securityholder, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (Securities, which notice shall be given not less than ten (10) 20 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statement), which notice statement and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to all or part of the limitations contained in Section 2.2.2 hereofRegistrable Securities held by such Holder. Each Holder who desires to have its include Registrable Securities included in such registration statement shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 15 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act (other than (1) a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto, or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for sale to the public (whether its own account or for the account of the Company one or the account of any securityholder more stockholders of the Company) , and the registration form to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not but in no event less than ten (10) Business days prior to before the anticipated filing date of the Company’s such registration statement)) written notice to the Holders of its intention to effect such a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer each such Holder to the Holders the opportunity to include any or all register the same of its such number of Registrable Securities in such registration statement, subject to as the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company Holders may request in writing (stating the number of shares desired to be registered) within ten (10) days Business Days after the date receipt of such written notice from the Company. Any Holder shall have the right The Company shall, subject to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowSections 2(d)(ii) and 2(d)(iii), the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company has received written request for inclusion therein within ten (10) Business Days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time withdraw or cease proceeding with any such registration if it shall at in its sole discretion upon reasonable notice to the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredHolders.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder (and in any event within three (3) Business Days after the public filing of Registrable Securities (which notice shall be given not less than ten (10) days prior the registration statement relating to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity Piggyback Registration) to include any or all Holders of its Registrable Securities in intention to effect such registration statementPiggyback Registration and the proposed means of distribution and the proposed managing underwriter(s) (if any) and, subject to the limitations contained terms of Section 2(b) and Section 2(c), will include in Section 2.2.2 hereof. Each Holder who desires to have its such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities included in such registration statement shall so advise with respect to which the Company in writing (stating the number of shares desired to be registered) has received written requests for inclusion therein within ten (10) days after delivery of the date of Company’s notice; provided that the Company shall not be required to provide such notice from or include any Registrable Securities in such registration if MidCo elects not to include any MidCo Registrable Securities in such registration, unless MidCo otherwise consents in writing. MidCo may withdraw its request for inclusion at any time prior to executing the Companyunderwriting agreement, or if none, prior to the applicable registration statement becoming effective. Any Holder If MidCo decides not to include all of its Registrable Securities in any Piggyback Registration, MidCo shall continue to have the right to withdraw such Holder’s request for inclusion of such Holder’s include any Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredsubsequent Piggyback Registration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (securities, other than a registration pursuant to an Excluded RegistrationSection 4.12(a)(1) under or a Special Registration (as defined below), and the Securities Act registration form to be filed may be used for sale the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to the public (whether for the account Investor and all transferees of its intention to effect such a registration and, subject to Section 4.12(a)(4), will include in such registration all Registrable Securities with respect to which the Company or has received written requests for inclusion therein within ten business days after the account of any securityholder date of the Company) ’s notice (a “Piggyback Registration”), the Company shall give prompt . Any such person that has made such a written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of request may withdraw its Registrable Securities in from such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the tenth business day prior to the planned effective date of such withdrawalPiggyback Registration. Subject The Company may terminate or withdraw any registration under this Section 4.12(b)(1) prior to Section 2.2.2 belowthe effectiveness of such registration, whether or not the Company shall Investor or any transferee has elected to include Registrable Securities in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with registration. “Special Registration” means the registration of all other (i) equity securities originally proposed and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be registeredoffered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or its direct or indirect subsidiaries or in connection with dividend reinvestment plans.

Right to Piggyback. Each time the Company SpinCo proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company SpinCo or the account of any securityholder of the CompanySpinCo) (a “Piggyback Registration”), the Company SpinCo shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten seven (107) days Business Days prior to the anticipated filing date of the CompanySpinCo’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company SpinCo in writing (stating the number of shares desired to be registered) within ten three (103) days Business Days after the date of such notice from the CompanySpinCo. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company SpinCo of such withdrawal. Subject to Section 2.2.2 below, the Company SpinCo shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company SpinCo may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Subject to Section 10(o), if the Company proposes to register file a registration statement under the Securities Act with respect to an offering of any class of its equity securities (other than pursuant a registration statement (i) on Form S-4, S-8 or any successor form thereto or (ii) filed solely in connexxxxx xxth a rights offering made to an Excluded Registration) under the Securities Act for sale to the public (whether for the account all of the Company holders of Common Stock or the account of any securityholder an offering made solely to employees of the Company) (a “Piggyback Registration”), whether or not for its own account, then the Company shall will give prompt written notice of such proposed filing to each Holder the holders of Registrable Securities (which notice shall be given not less than ten (10) at least 20 calendar days prior to before the anticipated filing date of the Company’s registration statement), which date. Such notice shall will offer each such Holder holders the opportunity to include any or all register such amount of its Registrable Securities in as each such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing holder may request (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawala "Piggyback Registration"). Subject to Section 2.2.2 below3(b) and Section 10(o) hereof, the Company shall will include in each such registration statement Piggyback Registration all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may has received written requests for inclusion therein. The holders of Registrable Securities will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Company will be permitted to withdraw any proposed Registration Statement or cease proceeding with offering of securities under this Section 3(a) at any such registration if it shall at time without liability to any holder of Registrable Securities, in which case the same time withdraw or cease proceeding with Company will not be required to effect a registration, unless the registration requisite percentage of all other equity securities originally proposed to be registeredholders of Registrable Securities convert its request into a Demand Registration.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder other security holder of the CompanyCompany (not a Holder)) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) 20 days prior to the anticipated filing date printing of the Company’s registration statementany preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 2.3.2 hereof. Each Holder who that desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 7 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 2.3.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to Article II hereto, in which case the obligations of the Company set forth in Article II shall apply, or pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 2.02(b) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 2.02(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.02(b), below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Except with respect to the IPO and except to the extent provided in Section 5.01 with respect to Demand Registrations, and subject to the conditions set forth herein, whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale any of its Equity Securities (other than a registration relating to the public (whether for the account of the Company Company’s employee benefit plans or the account of any securityholder of management incentive plans, exchange offers by the Company, or a merger or acquisition of a business or assets by the Company, including a registration on Form S-4 or Form S-8 or any successor form) (a “Piggyback Registration”), the Company shall give all Shareholders holding Registrable Securities prompt written notice to each Holder of Registrable Securities thereof (which notice shall be given but not less than ten fifteen (1015) days Business Days prior to the anticipated filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all filing of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise with the SEC, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company in writing (stating of the number proposed minimum offering price of shares desired to be registered) such securities. Upon the written request of a Shareholder given within ten (10) days after the date Business Days of such notice from Shareholder’s receipt of the Company. Any Holder Piggyback Notice (which written request shall have specify the right to withdraw such Holder’s request for inclusion number of such Holder’s Registrable Securities in any registration statement pursuant intended to this Section 2.2.1 be disposed of by giving written notice to such Shareholder and the Company intended method of such withdrawal. Subject to Section 2.2.2 belowdistribution thereof), the Company shall shall, subject to Section 5.02(b), include in such registration statement all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may at any time withdraw or cease proceeding with any has received such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredwritten requests for inclusion.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the 1933 Act (other than (i) a registration pursuant to an Excluded Section 2(a), (ii) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Securities to participate in such Demand Registration is addressed by Section 3(a), (iii) under in connection with a registration the Securities Act for primary purpose of which is to register debt securities, or (iv) a registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities) and the registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event within three (3) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement or, at any time after the Company becomes subject to each Holder the reporting requirements of the 1934 Act, within three (3) Business Days after the filing of the Registration Statement relating to the Piggyback Registration) to all holders of Registrable Securities (which notice shall be given not less than ten (10) days prior of its intention to effect such Piggyback Registration and, subject to the anticipated filing date terms of Section 4(c) and Section 4(d), shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after delivery of the Company’s registration statement), which notice shall offer each notice; provided that any such Holder the opportunity to include any or all of other holder may withdraw its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at none, prior to the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredapplicable Registration Statement becoming effective.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 ‎2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 ‎2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 ‎2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any class of its equity securities common stock (other than pursuant to Section 2.1 or pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given Shares not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s registration statement), which . Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten fifteen (1015) days after the date receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, provided that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistered and shall provide each Requesting Holder with prompt written notice of such withdrawal or cessation; provided, further that any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal ten (10) days prior to such registration statement becoming effective.

Right to Piggyback. Each If at any time the Company proposes shall propose to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act for sale (other than in a registration statement on Form S-3 relating to sales of securities to participants in a Company dividend reinvestment plan, or Form S-4 or S-8 or any successor form or in connection with an acquisition or exchange offer or an offering of securities solely to the public (whether for the account of the Company existing shareholders or the account of any securityholder employees of the Company), the Company (i) shall give prompt written notice to all Holders of its intention to effect such a registration and, (ii) subject to Section 3(b) and the other terms of this Agreement, will include in such registration all Registrable Securities which are permitted under applicable securities laws to be included in the form of Registration Statement selected by the Company and with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice (each, a “Piggyback Registration”), . A Holder will be permitted to withdraw all or any part of the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall requested by such Holder to be given not less than ten (10) days included therein from a Piggyback Registration at any time prior to the anticipated filing effective date of such Piggyback Registration. Notwithstanding anything in this Section 3 to the Company’s registration statement)contrary, which notice the rights of the Holders under this Section 3 shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, be subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires rights, including rights of priority and rights related to have its Registrable Securities included in such registration statement shall so advise the selection of underwriters, of certain security holders of the Company to cause the Company to effect a demand registration pursuant to Section 2 of the EIS Registration Rights Agreement, as in writing (stating the number effect as of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredhereof.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale (excluding (i) securities registered on Forms S-4 or S-8 or any similar successor forms and (ii) securities registered to effect the public (acquisition of, or combination with, another Person or related to any employee benefits plan or program), whether for the account of the Company or the account of any securityholder of the Company) , (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice in no event shall be given not less fewer than ten thirty (1030) days prior to the anticipated filing date of the Company’s registration statement), which ) to each Holder of Registrable Shares. Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 4.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise notify the Company in writing (stating which notice shall specify the number of shares desired the Holder desires to be registeredhave included in the registration statement) within ten twenty (1020) days after receiving the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 4.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below4.2.2, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included in such registration statement and shall have the right to include any securities the Company proposes to sell therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register the offer and sale of any of its equity securities Common Stock under the Securities Act (other than pursuant to an Excluded Registration) under the Securities Act for sale to the initial registered public (whether for the account of the Company or the account of any securityholder offering of the Company’s equity securities by the Company (the “IPO”), and other than pursuant to a registration statement on Form S-8 or S-4 or any similar form or in connection with a registration the primary purpose of which is to register debt securities) and the registration form to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will include (subject to the priority provisions of Sections 2(c) and 2(d)) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (a “Piggyback Registration”)) within twenty (20) days after the receipt by the holder thereof of the Company’s notice; provided, that (x) if such registration involves an underwritten public offering, all holders of Registrable Securities must sell their Registrable Securities included therein to the underwriters on the same terms and conditions as applicable to the Company and the other holders of the Company’s securities included therein and (y) if, at any time after giving written notice of its intention to register any Common Stock pursuant to this Section 2(a) 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 register such Common Stock, the Company shall give prompt written notice thereof to each Holder all such holders of Registrable Securities (which notice and, thereupon, shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all relieved of its obligation to register any Registrable Securities in connection with such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistration.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registrationa Demand Registration or a registration on Form X-0, Xxxx X-0 or any successor forms) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to each Holder all holders of Investor Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all and Other Registrable Securities of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 terms of paragraphs 2(c) and 2(d) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement (and in all such related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities so requested and Other Registrable Securities with respect to be included therein; provided, however, that which the Company may at any time withdraw or cease proceeding with has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Company shall not be required to include in any such registration Piggyback Registration any Investor Registrable Securities or any Other Registrable Securities held by any such holder if it shall such holder (and all other Persons whose securities must be aggregated at such time with those of such holder under Rule 144), at the same time withdraw or cease proceeding with of filing of the registration statement for such Piggyback Registration, would be permitted to sell all of all other equity securities originally proposed the Investor Registrable Securities or Other Registrable Securities then held by such holder, without registration, pursuant to be registeredRule 144 during the 90-day period commencing upon any such Piggyback Registration.

Right to Piggyback. Each time (i) Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Common Units under the Securities Act for sale to the public (whether its own account or for the account of any holder of Common Units (other than (i) pursuant to a Demand Registration (in which case, the Company ability of a holder of Registrable Securities to participate in such Demand Registration shall be governed by Section 2 hereof, including Section 2(a)(ii) hereof), (ii) pursuant to a registration statement on Form S-4 or S-8 or any similar or successor form and other than in connection with a registration the account primary purpose of any securityholder of the Companywhich is to register debt securities (i.e., in connection with a so-called “equity kicker”), and (iii) in connection with an initial Public Offering) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and of such holders’ rights under this Section 3(a)(i). Upon the written request of any holder of Registrable Securities (which notice request shall be given not less than ten (10) days prior to specify the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired intended to be registered) within ten (10) days after disposed of by such holder and the date intended method of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowdisposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Securities so requested to be included therein; providedregistered pursuant to this Section 3(a)(i), howeversubject to Section 3(b)(i) below, that with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredstatement becoming effective.

Right to Piggyback. Each time the Company Issuer proposes to register any ------------------ of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act (other than registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) for sale to the public (public, whether for the account of the Company Issuer or the account of any securityholder of the Company) (a “Piggyback Registration”)securityholder, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (Securities, which notice shall be given not less than ten (10) 20 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statement), which notice statement and shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to all or part of the limitations contained in Section 2.2.2 hereofRegistrable Securities held by such Holder. Each Holder who desires to have its include Registrable Securities included in such registration statement shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 15 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever Common Shares of the Company proposes are to register any of its equity securities be registered under the Securities Act (other than pursuant to an Excluded Registrationa Demand Registration and other than pursuant to a registration statement on Form S-4 or Form S-8 or successor forms) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Shares (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder (and in any event within three business days after its receipt of notice of any exercise of demand registration rights by holders of the Company’s securities other than the Registrable Securities (which notice shall be given not less than ten (10) Shares and at least 20 days prior to the anticipated filing date of any registration statement) to the Holders of its intention to effect such a registration and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statementhas been given, subject to the limitations contained in Section 2.2.2 Sections 3(b) and 3(c) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the The Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall will have the right to withdraw such Holder’s request for inclusion of select the managing underwriters in any underwritten Piggyback Registration in which the Company is selling Common Shares. If a Holder desires to include such Holder’s Registrable Securities Shares in a Piggyback Registration that is an underwritten offering, such Holder shall, as a condition to including such Holder’s Registrable Shares, enter into an underwriting agreement containing customary terms and conditions, including customary representations and indemnities (provided that such indemnities shall not be given by any registration statement pursuant to this Section 2.2.1 by giving written notice to subsidiary of the Company where such subsidiary may not give such indemnity without being in breach of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw applicable law or cease proceeding with any such registration if it shall at the same time withdraw minimum solvency or cease proceeding with the registration of all other equity securities originally proposed to be registeredliquidity regulation).

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act of 1933 for sale to the public (public, whether for the account of the Company or otherwise for the account of any securityholder of the Company) (a “Piggyback Registration”), and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities 5Net5 Corp. (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder 5Net5 Corp. the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 11.2 hereof. Each Holder who If 5Net5 Corp. desires to have its Registrable Securities Shares included in such registration statement statement, it shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder 5Net5 Corp. shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s its Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 11.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 11.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder other security holder of the CompanyCompany (not a Holder)) (a ““ Piggyback RegistrationRegistration ”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) 20 days prior to the anticipated filing date printing of the Company’s registration statementany preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 2.3.2 hereof. Each Holder who that desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 7 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such HolderHxxxxx’s request for inclusion of such HolderHxxxxx’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 2.3.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; providedprovided , howeverhowever , that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder other security holder of the CompanyCompany (not a Holder)) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) 20 days prior to the anticipated filing date printing of the Company’s registration statementany preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 2.3.2 hereof. Each Holder who that desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 7 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such HolderXxxxxx’s request for inclusion of such HolderXxxxxx’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 2.3.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each At any time or from time to time after an initial public offering of the Company’s equity securities, if the Company proposes to register file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any equityholder who holds its securities (other than pursuant (i) a registration on Form S-4 or S-8 or any successor form to such forms, (ii) a registration of securities solely relating to an Excluded Registration) under the Securities Act for offering and sale to the public (whether for the account employees, directors or consultants of the Company pursuant to any employee equity plan or the account other employee benefit plan arrangement or (iii) a registration of any securityholder of the Companynon-convertible debt securities) (a “Piggyback Registration”) and the registration form to be used may be used for the registration of Registrable Securities then, as expeditiously as reasonably possible (but in no event less than 10 days following the date of filing such Registration Statement), the Company shall give prompt written notice (the “Registration Notice”) of such proposed filing to each Holder all Holders, and such notice shall offer the holders of such Registrable Securities the opportunity to register such number of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer as each such Holder the opportunity to include any or all of its Registrable Securities holder may request in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawalwriting. Subject to Section 2.2.2 belowSections 2(c) and 2(d), the Company shall include in such registration statement Registration Statement all such Registrable Securities so which are requested to be included therein; provided, however, that therein within 15 days after the Company may at any time withdraw or cease proceeding with any Registration Notice is given to such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredholders.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded Registration) under a transaction described in Rule 145 of the Securities Act or on Form S-8), whether or not for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)its own account, the Company shall will each time give prompt written confidential notice of such proposed filing to each Holder of Registrable Securities all Holders (which notice shall be given not less than ten (10i) in all cases at least 20 days prior to before the anticipated filing date and (ii) in the case of a proposed registration in connection with the Company’s exercise of any demand registration statement), which rights (other than the demand registration rights under Section 1) within five (5) Business Days after the Company receives notice of such demand. Such notice shall offer each such Holder Holders the opportunity to include any or all register such amount of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement as they shall so advise the Company in writing request (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawala "Piggyback Registration"). Subject to Section 2.2.2 belowSections 3(b) and 3(c) hereof, the Company shall include in each such registration statement Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities so requested to shall be included therein; provided, however, that in the Company may underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effective time of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration.

Right to Piggyback. Each time the Company Corporation proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder security holder of the CompanyCorporation other than the Holder) (a “Piggyback Registration”), if any Registrable Securities are outstanding at such time the Company Corporation shall give prompt written notice to each the Holder of Registrable Securities (which notice shall be given not less than ten (10) 20 days prior to the anticipated filing date of the Company’s first preliminary prospectus related to such registration statementof equity securities), which notice shall offer each such the Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each If the Holder who desires to have its Registrable Securities included in such registration statement statement, it shall so advise the Company Corporation in writing (stating the number of shares desired to be registered) within ten (10) 7 days after the date of such notice from the CompanyCorporation. Any The Holder shall have the right to withdraw such Holder’s its request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 below, the Company The Corporation shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities at any time after a Qualified IPO (other than pursuant to an Excluded RegistrationRegistration or a Demand Request) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder other than a Management Holder (including Henrx xxxil such time as he ceases to be employed by the Company), and, to the extent permitted by the underwriter, each Management Holder, who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.Subject

Right to Piggyback. Each time the Company proposes to register any In connection with a registered public offering of its equity securities Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder of the CompanyCorporation) (a “Piggyback Registration”)and in the event that the form of registration statement to be used permits the registration of Registrable Shares, the Company Corporation shall give prompt written notice to each Holder Stockholder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the CompanyCorporation’s registration statement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of his, her, or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. 5.4(b), Each Holder Stockholder who desires to have his, her, or its Registrable Securities Shares included in such registration statement (each a “Requesting Stockholder”) shall so advise the Company Corporation in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the CompanyCorporation. Any Holder Stockholder shall have the right to withdraw such HolderStockholder’s request for inclusion of such HolderStockholder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 5.4(a) by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 below5.4(b), the Company Corporation shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (effect a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all Holders of its intention to effect such a registration and, subject to Sections 2(b) and 2(c), shall include in such registration on the same terms as the Company and other Persons selling securities in connection with such registration all Registrable Securities (with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 10 days prior to after the anticipated filing date receipt of the Company’s registration statement)notice. To the extent the Company has not received any such written request for inclusion within such 10-day period, which notice the Holders shall offer each such Holder the opportunity have no further rights to include any or all of its Registrable Securities in such Piggyback Registration. The Company’s notice shall specify, at a minimum, the number of Ordinary Shares proposed to be registered, the proposed date of filing of such registration statementstatement with the SEC, subject the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of the Ordinary Shares offered by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration initiated by the Company at any time in its sole discretion; provided that such postponement or withdrawal does not relieve the Company of its obligations to the limitations contained in pay registration expenses pursuant to Section 2.2.2 hereof4. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right permitted to withdraw such Holder’s request for inclusion all or part of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effectiveness of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistration.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities Common Units under the Securities Act for its own account or for the account of any holder of Common Units (other than pursuant to a Demand Registration (in which case, the ability of a holder of Registrable Securities to participate in such Demand Registration shall be governed by Section 2 hereof, including Section 2(a)(ii) hereof)), other than pursuant to a registration statement on Form S-4 or S-8 or any similar or successor form, other than in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), and other than in connection with an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Companyinitial Public Offering) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and of such holders’ rights under this Section 3(a). Upon the written request of any holder of Registrable Securities (which notice request shall be given not less than ten (10) days prior to specify the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired intended to be registered) within ten (10) days after disposed of by such holder and the date intended method of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowdisposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Securities so requested to be included therein; providedregistered pursuant to this Section 3(a), howeversubject to Section 3(b) below, that with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the receipt of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredstatement becoming effective.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale (other than any registration effected pursuant to Form S-4 or S-8 and other than a registration relating solely to the public (whether for the account sale of securities to participants in a Company employee plan, a registration relating to a reorganization of the Company or the account of any securityholder other transaction under Rule 145 of the CompanySecurities Act, or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder all holders of Registrable Securities (of its intention to effect such a registration and shall, subject to Sections 2(c) and 2(d) below, include in such registration all Registrable Securities with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 20 days prior to after the anticipated filing date receipt of the Company’s registration statement), which notice shall offer each such Holder notice; provided that the opportunity to include any or all holders of its a majority of the Investor Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 may provide by giving written notice to the Company that no holder of Registrable Securities will have the right to include Registrable Securities in such withdrawal. Subject to Section 2.2.2 below, Piggyback Registration (in which case the Company shall need not give such notice or include in such registration statement all any such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any in such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration).

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration or the IPO Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section SECTION 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section SECTION 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section SECTION 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Company, pursuant to a Demand Registration, or otherwise for the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to an Excluded a Demand Registration) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt prior written notice to each Holder all holders of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 terms of paragraphs 2.2(c) and 2.2(d) hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included thereinwhich the Company has received written requests for inclusion therein within twenty (20) days after the receipt of the Company's notice; provided, that the registration of the Company's Common Stock on Form S-1 in connection with the initial public offering of the Common Stock (the "IPO") shall be deemed a Piggyback Registration for the purposes of this Agreement (and any other agreement, including any stock-based award agreement issued under the Company's equity incentive plan or plans); provided, further, however, that the Company may at shall not be required to: (i) provide any time withdraw or cease proceeding with notice under this Agreement to any such registration if it shall at the same time withdraw or cease proceeding holders of Registrable Securities of its intention to register shares of Common Stock in connection with the IPO and (ii) include in the registration statement filed in connection with the IPO any Registrable Securities, and the holders of all other equity securities originally proposed Registrable Securities acknowledge and agree that such holders have no right to be registeredrequire the Company to register the Registrable Securities on a registration statement filed in connection with the IPO.

Right to Piggyback. Each time Until the expiration of the Effectiveness Period, whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Company Common Stock under the Securities Act (other than a registration statement on Form S-8, S-4 or any similar or successor form), whether for sale to the public (whether its own account or for the account of one or more holders of securities, and the Company or the account form of registration statement to be used may be used for any securityholder registration of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Holders of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included Sections 3.2 and 3.3, shall include in such registration statement shall so advise and in any offering of Company Common Stock to be made pursuant to that registration statement all Registrable Securities with respect to which the Company in writing (stating the number of shares desired to be registered) has received a written request for inclusion therein from a Holder within ten (10) days Business Days after the date such Xxxxxx’s receipt of such notice from the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances, but in no event less than five (5) Business Days. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder shall have the right may elect to withdraw such Holder’s its request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 Piggyback Registration by giving written notice to the Company of such withdrawalrequest to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. Subject to No registration effected under this Section 2.2.2 below, 3 shall relieve the Company shall include in such of its obligations to effect any registration statement all such of the sale of Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredunder Article II.

Right to Piggyback. Each time the Company Trust proposes to register any of its equity securities (other than pursuant to an Excluded RegistrationRegistration or the IPO Registration Statement) any of its shares of beneficial interest ("Shares") under the Securities Act for sale to the public (whether for the account of the Company Trust or the account of any securityholder security holder of the CompanyTrust) (a “"Piggyback Registration”"), the Company Trust shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the Company’s Trust's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company Trust in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the CompanyTrust. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company Trust of such withdrawal. Subject to Section 2.2.2 below, the Company Trust shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Trust may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date printing of the Company’s registration statementany preliminary prospectus), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the The Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. Notwithstanding this Section 2.2.1, a Piggyback Registration shall not include any registration statement which is initiated by the Company and for which the intended use of all of the net proceeds by the Company is to cause CPE LLC to redeem Membership Units from one or more Holders in exchange for cash.

Right to Piggyback. Each time the Company Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Issuer or the account of any securityholder securityholder) or proposes to make such an offering of equity securities (other than pursuant to an Excluded Registration) to the Company) (public pursuant to a “Piggyback Registration”)previously filed registration statement pursuant to Rule 415 under the Securities Act, the Company Issuer shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) 10 days prior to the anticipated proposed initial filing date of the Company’s Issuer's registration statementstatement in the case of a non-Rule 415 Offering or the commencement of the offering, in the case of a Rule 415 Offering), which notice shall offer each such Holder the opportunity to include offer any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereofpublic offering. Each Holder who desires to have sell its or his Registrable Securities included in such registration statement underwritten public offering shall so advise the Company Issuer in writing (stating the number of shares Registrable Securities desired to be registeredregistered or sold) within ten (10) 5 days after the date of such notice from the CompanyIssuer. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities in any registration statement offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company Issuer of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company The Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. Except as provided above, the Holders shall have no registration rights with respect to an Excluded Registration.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities Ordinary Shares or Ordinary Share Equivalents (other than pursuant to an Excluded RegistrationRegistrable Securities) under the Securities Act (other than a registration statement on Form S-4 (or F-4) or S-8 (or F-8) (or any successor forms to such Forms)), whether or not for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)its own account, the Company shall will give prompt written notice of such proposed filing to each Holder of Registrable Securities (which notice shall be given not less than ten (10) the Holders at least 30 days prior to before the anticipated filing date of the Company’s registration statement), which date. Such notice shall offer each such Holder the opportunity to include any or all register such amount of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder as it shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal(a "Piggyback Registration"). Subject to Section 2.2.2 belowSections 6.2(b) and 6.2(c), the Company shall include in each such registration statement Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after such notice has been given by the requesting Holder(s) to the Company. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities so requested to shall be included therein; provided, however, that in the Company may underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The requesting Holder(s) shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time withdraw or cease proceeding with any prior to the effective time of such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredPiggyback Registration.

Right to Piggyback. Each time Whenever prior to the Termination Date the Company proposes (i) to register any of its equity securities (other than pursuant to an Excluded Registration) LLC Interests under the Securities Act (other than on a registration statement on Form S-8 or S-4), whether for sale to the public (whether its own account or for the account of one or more holders of LLC Interests, and the Company form of registration statement to be used may be used for any registration of Registrable Securities or (ii) to sell LLC Interests that have already been registered “off the account of any securityholder of the Company) shelf” pursuant to a prospectus supplement (a “Shelf Takedown”) and Registrable Securities can be included in such Shelf Takedown (each a “Piggyback RegistrationEvent”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) at least 10 calendar days prior to the anticipated filing date of proposed offering to the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Xxxxxxx Trust of its Registrable Securities in intention to effect such a registration statementand/or Shelf Takedown and, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registeredSections 3(b) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowand 3(c), the Company shall include in such registration statement and in any offering of LLC Interests to be made pursuant to that registration statement and/or Shelf Takedown all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company has received a written request for inclusion therein from the Xxxxxxx Trust within 10 calendar days after the Xxxxxxx Trust’s receipt of the Company’s notice. The Company shall have no obligation to proceed with any Piggyback Event and may abandon, terminate and/or withdraw such registration and/or Shelf Takedown for any reason at any time withdraw or cease proceeding with any such registration if it shall at prior to the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredpricing thereof.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities Common Stock under the Securities Act (other than pursuant to an Excluded a Demand Registration, and other than pursuant to a registration statement on Form S-8 or S-4 or any similar form or in connection with a registration the primary purpose of which is to register debt securities) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (which notice shall be given not less than ten (1020) days prior to after the anticipated filing date receipt of the Company’s notice; provided that (y) if such registration statement)involves an underwritten public offering, which notice shall offer each such Holder the opportunity to include any or all holders of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its must sell their Registrable Securities included in such registration statement shall so advise therein to the underwriters on the same terms and conditions as applicable to the Company in writing (stating and the number other holders of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in included therein and (z) if, at any registration statement time after giving written notice of its intention to register any Common Stock pursuant to this Section 2.2.1 by giving written notice 3(a) and prior to the Company effective date of the registration statement filed in connection with such withdrawal. Subject to Section 2.2.2 belowregistration, the Company shall include in determine for any reason not to register such registration statement Common Stock, the Company shall give written notice thereof to all such holders of Registrable Securities so requested and, thereupon, shall be relieved of its obligation to be included therein; provided, however, that the Company may at register any time withdraw or cease proceeding Registrable Securities in connection with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredregistration.

Right to Piggyback. Each time If the Company proposes to register file any of its equity securities registration statement (other than a registration statement filed pursuant to an Excluded Registrationany of the Prior Registration Rights Agreements) under the Securities Act for sale to the purposes of a public offering of its securities (whether or not for the sale for its own account and including, but not limited to, registration statements relating to secondary offerings of securities of the Company (including and such registration statement filed pursuant to Section 1 or the account of any securityholder of the Company2 hereof)) (a “"Piggyback Registration”"), the Company shall will give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to all the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Holders of its Registrable Securities in intention to effect such a registration statementand shall, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires 4(b), use all commercially reasonable efforts to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included thereinwhich the Company has received written requests for inclusion therein within 30 days after the receipt of the Company's notice; provided, however, that the Company (or a Requesting Holder in the case of a registration statement filed pursuant to Section 1 or 2 hereof) may at any time withdraw or cease proceeding with any such registration Piggyback Registration if it shall (or a Requesting Holder in the case of a 144 registration stnt filed pursuant to Section 1 or 2 hereof) will at the same time withdraw or cease proceeding with the registration of all other equity Company securities originally proposed to be registered. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Securities in any registration statement filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal within five (5) Business Days prior to the anticipated effectiveness of such registration statement in connection therewith.

Right to Piggyback. Each time the Company proposes to register any of ------------------ its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act for cash sale through an underwriter or underwriters (other than through a holder of Common Stock who may be deemed a statutory underwriter) and the registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)Registrable Shares, the Company shall give prompt written notice to each Holder the record Holders of Registrable Securities Shares of its intention to effect such a registration (which notice shall be given not less than ten (10) 20 days prior to the anticipated filing date of the Company’s registration statement), which statement is first filed) and such notice shall offer each such Holder record Holders (the "Entitled Holders") the opportunity to include have any or all of its the Registrable Securities Shares included in such registration statement, subject to the limitations contained in Section 2.2.2 hereof7(b). Each Holder who desires The Entitled Holders desiring to have its their Registrable Securities included in such registration statement shall Shares registered under this Section 7 will so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 10 days after the date of receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 7(b) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at -------- ------- any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities shares of Common Stock originally proposed to be registered; provided, further, -------- ------- that until the earliest to occur of the events specified in Section 11, each of Xxxxx Fargo and the Xxxxxx Stockholders Trust must consent in writing to the number of shares of Common Stock to be included in such registration by each Holder.

Right to Piggyback. Each time After the Company consummation of an IPO, whenever ------------------ the Corporation proposes to register any of its equity securities Common Stock under the Securities Act (other than pursuant to a registration statement filed on Form S-8 or Form S-4, or any successor forms, or otherwise filed in connection with a merger, acquisition, exchange offer or other business combination transaction or an Excluded Registrationoffering of securities solely to the Corporation's existing security holders or employees) under the Securities Act whether for sale on its own account or pursuant to a demand for registration by other holders of shares of Common Stock, and the public (whether registration form to be used may be used for the account of the Company or the account registration of any securityholder of the Company) Purchaser Registrable Shares (a “"Piggyback Registration”"), the Company shall Corporation will give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date ---------------------- all holders of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Purchaser Registrable Shares of its Registrable Securities intention to effect such a registration and will include in such registration statementall Purchaser Registrable Shares (subject to, subject and in accordance with, the priorities set forth in Sections -------- 2.2 and Section 2.3 below) with respect to which the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing Corporation has received --- ----------- written requests for inclusion within twenty (stating the number of shares desired to be registered) within ten (1020) days after the date Corporation's notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Corporation shall not be required to include any Purchaser Registrable Shares held by any Person in such Piggyback Registration if such Person at the time of such notice from the Company. Any Holder shall have filing of the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement for such Piggyback Registration would be permitted to sell all of the Purchaser Registrable Shares held by such Person, without registration, pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredRule 144.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act (such as a “Piggyback Registration”)"universal shelf" registration statement) and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement 6 46 pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.. 3.2.2

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof3.2.2. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawalwithdrawal not less than five days prior to the effective date of such registration statement. Subject to Section 2.2.2 below3.2.2, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time If (i) the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Common Stock under the Securities Act except for sale offerings pursuant to registration statements relating to employee benefit plans or with respect to corporate reorganization or other transactions under Rule 145 of the public Securities Act or otherwise registered on Form S-4 under the Securities Act (whether a "Qualified Public Offering") and (ii) the registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Holder Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities will at least thirty (which notice shall be given not less than ten (1030) days prior to a Qualified Public Offering give written notice to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its intention to effect such a public offering. If the Holder desires to dispose of any the Holder Registrable Securities (as defined below) in such registration statementthe public offering, subject it shall provide written notice thereof to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing within fifteen (stating the number of shares desired to be registered) within ten (1015) days after the date receipt of any such notice from notice, specifying the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant intended to this Section 2.2.1 be disposed of by giving written notice to the Company of such withdrawalHolder. Subject to Section 2.2.2 below11.1(b), the Company shall include in such will use its commercially reasonable efforts to effect the registration statement under the Securities Act of all such Holder Registrable Securities which the Company has been so requested to register by the Holder on the same terms and conditions as the securities otherwise being sold in such registration, to the extent requisite to permit the disposition of the Holder Registrable Securities requested to be included therein; provided, however, that so registered. Nothing in this Section 11.1 shall prevent the Company may from abandoning, at any time withdraw or cease proceeding with any such registration if it shall at time, an offering under which the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredHolder has requested a Piggyback Registration.

Right to Piggyback. Each time If the Company proposes to register file any of its equity securities registration statement (other than a registration statement filed pursuant to an Excluded Registrationany of the Prior Registration Rights Agreement) under the Securities Act for sale to the purposes of a public offering of its securities (whether or not for the sale for its own account and including, but not limited to, registration statements relating to secondary offerings of securities of the Company (including any such registration statement filed pursuant to Section 1 or the account of any securityholder of the Company2 hereof)) (a “Piggyback Registration”), the Company shall will give prompt written notice to each Holder all the Holders of its intention to effect such a registration and shall, subject to Section 3(b), use all commercially reasonable efforts to include in such registration all Registrable Securities (with respect to which notice shall be given not less than ten (10) the Company has received written requests for inclusion therein within 30 days prior to after the anticipated filing date receipt of the Company’s registration statement)notice; provided, which notice shall offer each such however, that the Company (or a Requesting Holder in the opportunity to include any or all case of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such a registration statement shall so advise filed pursuant to Section 1 or 2 hereof) may at any time withdraw or cease proceeding with any such Piggyback Registration if it (or a Requesting Holder in the case of a registration statement filed pursuant to Section 1 or 2 hereof) will at the same time withdraw or cease proceeding with the registration of all other Company in writing (stating the number of shares desired securities originally proposed to be registered) within ten (10) days after the date . The rights to Piggyback Registration may be exercised an unlimited number of such notice from the Companyoccasions. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal. Subject withdrawal within five (5) Business Days prior to Section 2.2.2 below, the Company shall include in anticipated effectiveness of such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredin connection therewith.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each If at any time during the Effectiveness Period the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an Underwritten Offering solely for sale to cash for its own account (other than a registration statement (i) on Form S-4 or S-8 or any successor forms thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan of the public (whether Company or its Affiliates) or a registration statement filed solely for the account of the Company or the account any holder of any securityholder securities of the Company) (a “Piggyback Registration”), same type as the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise extent that the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have has the right to withdraw such Holder’s request for inclusion of such Holder’s include Registrable Securities in any registration statement to be filed by the Company on behalf of such holder)), and provided, however that a Registration Statement with respect to the Registrable Securities has not been filed with the Commission pursuant to this Section 2.2.1 by giving 2 hereof, then the Company shall give written notice of such proposed filing to the Company Holders at least 15 days before the anticipated effective date of such withdrawalregistration statement (the "Piggyback Notice"). Such notice shall offer the Holders the opportunity to register such amount of Registrable Securities as they may request in accordance with the immediately following sentence (a "Piggyback Registration"). Subject to Section 2.2.2 below4(b) hereof, the Company shall include in each such registration statement all Piggyback Registration only such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may at any time withdraw or cease proceeding with any such registration if it shall at has received written requests from Holders for inclusion therein within 10 days after the same time withdraw or cease proceeding with Piggyback Notice has been sent to the registration of all other equity securities originally proposed to be registeredHolders.

Right to Piggyback. Each time (i) If the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an offering of Company Securities whether or not for sale for its own account (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, or (iii) filed to register for resale securities issued by the public (whether for the account Company in an acquisition or merger transaction or other transaction to which Rule 145 or any other similar rule of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”Commission is applicable), then, each such time, the Company shall give prompt written notice to each Holder of Registrable Securities such proposed filing at least twenty (which notice shall be given not less than ten (1020) days prior to before the anticipated filing date of (the Company’s registration statement), which notice “Piggyback Notice”) to all Holders. The Piggyback Notice shall offer each such Holder the Holders the opportunity to include any (or all of its Registrable Securities in such registration statement, subject cause to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included be included) in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of as each such withdrawalHolder may request (a “Piggyback Registration”). Subject to Section 2.2.2 below3(b) hereof, the Company shall include in each such registration statement Piggyback Registration all such Registrable Securities so requested with respect to be included therein; provided, however, that which the Company may has received written requests for inclusion therein within fifteen (15) days after notice has been given to the Holders. The eligible Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration. The Company may postpone or withdraw the filing or cease proceeding with terminate the effectiveness of the Registration Statement for a Piggyback Registration at any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredtime.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to Section 2.1 or pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder security holder of the Company) (a “"Piggyback Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given Shares not less than ten (10) 20 days prior to the anticipated filing date of the Company’s 's registration statement), which . Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date receipt of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, provided that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register -------------------- any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the CompanyCompany and including any registration statement pursuant to Rule 415 under the Securities Act (such as a "universal shelf" registration statement), including the Replacement Shelf Registration Statement) (or proposes to make such an offering of equity securities pursuant to a “Piggyback Registration”)previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s Company s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registeredregistered and the intended method of disposition) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall use all commercially reasonable efforts to include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register ------------------ any of its equity securities under the Securities Act at any time after an IPO (other than pursuant to an Excluded Registrationa Demand Registration (which is addressed under Section 2 above rather than under this Section 3)) under and the Securities Act for sale registration form to the public (whether be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback --------- Registration”"), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Registration ------------ Rights Holders of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below3(c), the Company shall include in such registration statement all such Registrable Securities so requested with respect to be included thereinwhich the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice; provided, howeverthat if, that the Company may -------- at any time withdraw 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 register or cease proceeding with any to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Registration Rights Holder requesting inclusion in such registration if it and (i) in the case of a determination not to register, shall at be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Registration Rights Holder entitled to cause a registration to be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same time withdraw or cease proceeding with period as the registration of all other equity securities originally proposed to be registereddelay in registering such Company securities.

Right to Piggyback. Each time the Company proposes to register ------------------ any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the CompanyCompany and including any registration statement pursuant to Rule 415 under the Securities Act (such as a universal shelf registration statement), including the Replacement Shelf Registration Statement) (or proposes to make such an offering of equity securities pursuant to a “Piggyback Registration”)previously filed registration statement pursuant to Rule 415 under the Securities Act and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s Company s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registeredregistered and the intended method of disposition) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s Holder s request for inclusion of such Holder’s Holder s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall use all commercially reasonable efforts to include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each If at any time after the expiration of the Lock-up Period (as defined in Section 7.12 of the Purchase and Sale Agreement) until the termination of this Agreement, the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of Registration Statement to be used permits the registration of Registrable Securities, the Company shall give prompt written notice to each the Holder of Registrable Securities (which notice shall be given not less than ten fifteen (1015) days prior to the anticipated filing date of the Company’s registration statementdate), which notice shall offer each such the Holder the opportunity to include any or all of its Registrable Securities in such registration statementRegistration Statement, subject to the limitations contained in Section 2.2.2 1.1(b) hereof. Each If the Holder who (in such capacity, the “Participating Holder”) desires to have its Registrable Securities included in such registration statement Registration Statement, it shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any For the avoidance of doubt, the Holder shall may not request to have the right to withdraw such Holder’s request for inclusion of such Holder’s its Registrable Securities included in any registration statement pursuant to this Section 2.2.1 by giving written notice to Registration Statement before the Company expiration of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.Lock-Up

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Company, pursuant to a Demand Registration, or otherwise for the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.1.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.1.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.1.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Whenever the Company proposes to register any shares of its equity securities Common Stock under the Securities Act (in the case of all holders of Registrable Securities except holders of Sigma Registrable Securities, other than pursuant to an Excluded a Demand Registration) under , and in the Securities Act for sale case of all holders of Registrable Securities, other than pursuant to a registration statement on Form S-8 or S-4 or any similar form or in connection with a registration the public primary purpose of which is to register debt securities (whether i.e., in connection with a so-called "equity kicker")), and a registration form to be used may be used for the account registration of the Company or the account of any securityholder of the Company) Registrable Securities (a “"Piggyback Registration”"), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities (of its intention to effect such a registration. The Company shall include in any such registration by it all Registrable Securities with respect to which notice shall be given not less than ten (10) it has received written requests for inclusion therein within 20 days prior to after the anticipated filing date receipt of the Company’s registration statement)'s notice. Notwithstanding the foregoing, in connection only with the initial registered public offering of the Company's securities which notice shall offer each such Holder the opportunity to include any or all of its offering is a primary offering, no Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities shall be included in such registration statement shall so advise without the prior written consent of the Company; provided, that if the Company consents to include in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s registration any Registrable Securities in held by any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company holder of such withdrawal. Subject to Section 2.2.2 belowRegistrable Securities, the Company shall consent to include in such registration statement all such the Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding of all holders of Registrable Securities in accordance with the registration provisions of all other equity securities originally proposed to be registeredSection 3(c) below.

Right to Piggyback. Each time the Company proposes to register offer any of its equity securities in a registered underwritten offering (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder equity holder of the CompanyCompany other than a Holder) (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten twenty (1020) days prior to (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Company Shelf Registration”) or (ii) the anticipated filing date of the Company’s registration statementstatement in a registration other than a Company Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Shares in such registration statementunderwritten offering, subject to the limitations contained in Section 2.2.2 2.2(b) hereof. Each Holder who desires to have its Registrable Securities Shares included in such registration statement underwritten offering shall so advise the Company in writing (stating the number of shares desired to be registeredregistered or included) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement underwritten offering pursuant to this Section 2.2.1 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 2.2(b) below, the Company shall include in such registration statement underwritten offering all such Registrable Securities Shares so requested to be included therein; provided. Notwithstanding the foregoing, however, that the Company may at any time withdraw or cease proceeding with any such registration offering if it shall at the same time withdraw or cease proceeding with the registration offering of all other equity securities originally proposed to be registeredincluded in such offering.

Right to Piggyback. Each time the Company proposes to register any In connection with a registered public offering of its equity securities Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder of the CompanyCorporation) (a “Piggyback Registration”)and in the event that the form of registration statement to be used permits the registration of Registrable Shares, the Company Corporation shall give prompt written notice to each Holder Stockholder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the CompanyCorporation’s registration statement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of his, her, or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof5.5(b). Each Holder Stockholder who desires to have his, her, or its Registrable Securities Shares included in such registration statement (each a “Requesting Stockholder”) shall so advise the Company Corporation in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the CompanyCorporation. Any Holder Stockholder shall have the right to withdraw such HolderStockholder’s request for inclusion of such HolderStockholder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 5.5(a) by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 below5.5(b), the Company Corporation shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time If the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale its own account, then the Company shall give written notice of such proposed filing to the public holders of Registrable Securities at least fifteen (whether for 15) days before the account anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer such holders the opportunity to register in such registration statement such amount of the Company or the account of any securityholder of the Company) Registrable Securities as each such holder may request (a “"Piggyback Registration”"). Subject to Section 5(b) hereof, the Company shall give prompt written notice to include in each Holder of such Piggyback Registration all Registrable Securities (with respect to which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) has received written requests for inclusion therein within ten (10) days after notice has been given to the applicable holder. The holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such notice from Piggyback Registration. The Company shall not be required to maintain the Company. Any Holder shall have effectiveness of the right Registration Statement beyond the earlier to withdraw such Holder’s request for inclusion occur of such Holder’s (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include included in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredRegistration Statement.

Right to Piggyback. Each time the Company proposes to register any of its equity securities at any time after a Qualified IPO (other than pursuant to an Excluded RegistrationRegistration or a Demand Request) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder other than a Management Holder (including Xxxxx until such time as he ceases to be employed by the Company), and, to the extent permitted by the underwriter, each Management Holder, who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company Partnership proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Partnership or the account of any securityholder of the CompanyPartnership) (a “Piggyback Registration”), the Company Partnership shall give prompt written notice to each Holder of Registrable Securities Units (which notice shall be given not less than ten twenty (1020) days prior to the anticipated filing date of the CompanyPartnership’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities Units in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities Units included in such registration statement shall so advise the Company Partnership in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the CompanyPartnership. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Units in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company Partnership of such withdrawal. Subject to Section 2.2.2 below, the Company Partnership shall include in such registration statement all such Registrable Securities Units so requested to be included therein; provided, however, that the Company Partnership may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of his or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have his or its Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares Registrable Shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time the Company Whenever Pubco proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale an offering of any of its securities on behalf of any holders thereof (other than (i) pursuant to the public Resale Shelf Registration Statement, (whether ii) pursuant to a Demand Registration (which, for the account avoidance of doubt, is addressed in and subject to the Company rights set forth in, Section 2 hereof), (iii) pursuant to a Takedown Demand (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 2 hereof), (iv) in connection with registrations on Form S-4 or S-8 promulgated by the account Commission or any successor forms, (v) pursuant to a registration relating solely to employment benefit plans, or (vi) in connection with a registration the primary purpose of any securityholder which is to register debt securities) and the registration form to be used may be used for the Registration of the Company) Registrable Securities (a “Piggyback Registration”), the Company Pubco shall give prompt written notice to each Holder all holders of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in intention to effect such registration statementa Piggyback Registration and, subject to the limitations contained terms of Sections 3(c) and 3(d) hereof, shall include in Section 2.2.2 hereof. Each Holder who desires to have its such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired with respect to be registered) which Pubco has received written requests for inclusion therein within ten (10) days Business Days after the date delivery of Pubco’s notice; provided that any such notice from the Company. Any Holder shall have the right to other holder may withdraw such Holder’s its request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration prior to executing the underwriting agreement or, if it shall at none, prior to the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredapplicable Registration Statement becoming effective.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each time Until the expiration of the Effectiveness Period, whenever the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) Company Common Stock under the Securities Act (other than a registration statement on Form X-0, X-0 or any similar or successor form), whether for sale to the public (whether its own account or for the account of one or more holders of securities, and the Company or the account form of registration statement to be used may be used for any securityholder registration of the Company) Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than ten (10) days prior to the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all Holders of its Registrable Securities in intention to effect such a registration statementand, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included Sections 3.2 and 3.3, shall include in such registration statement shall so advise and in any offering of Company Common Stock to be made pursuant to that registration statement all Registrable Securities with respect to which the Company in writing (stating the number of shares desired to be registered) has received a written request for inclusion therein from a Holder within ten (10) days Business Days after the date such Xxxxxx’s receipt of such notice from the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances, but in no event less than five (5) Business Days. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder shall have the right may elect to withdraw such Holder’s its request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 Piggyback Registration by giving written notice to the Company of such withdrawalrequest to withdraw at least five (5) days prior to the effectiveness of such Registration Statement or prior to the pricing of the applicable offering. Subject to No registration effected under this Section 2.2.2 below, 3 shall relieve the Company shall include in such of its obligations to effect any registration statement all such of the sale of Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredunder Article II.

Right to Piggyback. Each time If the Company proposes to register shall propose the registration under the Securities Act of an offering of any of its equity securities Class B Common Stock, whether or not for its own account (other than pursuant to an Excluded a registration on Form S-4 or S-8 or any successor form), the Company, on each such occasion, shall as promptly as practicable give written notice (the "Notice") to all holders of Registrable Securities of its intention to effect such registration, and such holders shall be entitled, on each such occasion, to request to have all or a portion of their Registrable Securities included in such registration statement (a "Piggyback Registration) under "). Upon the written request of any holder of Registrable Securities Act for sale to that the public Company include any Registrable Securities in such registration statement (whether for which request shall state the account number of the Company or Registrable Securities for which registration is sought), given within twenty (20) days after the account of any securityholder giving of the Company) (a “Piggyback Registration”)'s Notice, the Company shall give prompt written notice to each Holder of cause such Registrable Securities (which notice shall to be given not less than ten (10) days prior to so included in the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in offering covered by such registration statement, subject to the limitations contained hereinafter set forth. Subject to Section 2(b) and 2(c), holders of Registrable Securities may request registration pursuant to this Section 2(a) on not more than six occasions in the aggregate, provided that any such request shall not count as one of the six permitted registrations under this Section 2.2.2 hereof. Each Holder who desires to have its 2(a) if the only Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement were originally acquired pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredExchange Agreement.

Right to Piggyback. Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) or proposes to make such an offering of equity securities pursuant to a previously filed registration statement pursuant to Rule 415 under the Securities Act (such as a “Piggyback Registration”)"universal shelf" registration statement) and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten (10) 30 days prior to the anticipated filing effective date of the Company’s 's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 3.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten (10) 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s 's request for inclusion of such Holder’s 's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 3.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 3.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.

Right to Piggyback. Each After the Effective Date, each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) (a “Piggyback Registration”)and the form of registration statement to be used permits the registration of Registrable Shares, the Company shall give prompt written notice to each Holder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its or his Registrable Securities Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawalwithdrawal prior to the effective date of the Company’s registration statement. Subject to Section 2.2.2 below, the Company shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration of Registrable Shares if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. In such case, the Company shall be relieved of its obligation to register any Registrable Shares in connection with such registration.

Right to Piggyback. Each time Whenever the Company proposes to register any of its equity securities Common Units under the Securities Act for its own account or for the account of any holder of Common Units (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public a Demand Registration (whether for the account in which case of the ability of a holder of Registrable Securities to participate in such Demand Registration shall be governed by Section 2 hereof, including Section 2(a)(ii) hereof), other than pursuant to a registration statement on Form S-8 or S-4 or any similar or successor form, other than in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called "equity kicker"), and, except, unless the Company or has received the account prior written consent of any securityholder holders of a majority of the Companynumber of Xxxxx Registrable Securities, in connection with an initial Public Offering) (a “"Piggyback Registration”"), the Company shall will give prompt written notice to each Holder all holders of Registrable Securities of its intention to effect such a registration and of such holders' rights under this Section 3(a). Upon the written request of any holder of Registrable Securities (which notice request shall be given not less than ten (10) days prior to specify the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired intended to be registered) within ten (10) days after disposed of by such holder and the date intended method of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Company of such withdrawal. Subject to Section 2.2.2 belowdisposition thereof), the Company shall include in such registration statement (subject to the provisions of this Agreement) all such Registrable Securities so requested to be included therein; providedregistered pursuant to this Section 3(a), howeversubject to Section 3(b) below, that with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice; provided that any such other holder may withdraw its request for inclusion at any time withdraw or cease proceeding with any such prior to executing the underwriting agreement or, if none, prior to the applicable registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registeredstatement becoming effective.

Right to Piggyback. Each time the Company proposes to register any In connection with a registered public offering of its equity securities Common Stock (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Company Corporation or the account of any securityholder of the CompanyCorporation) (a “Piggyback Registration”)and in the event that the form of registration statement to be used permits the registration of Registrable Shares, the Company Corporation shall give prompt written notice to each Holder Stockholder of Registrable Securities Shares (which notice shall be given not less than ten thirty (1030) days prior to the anticipated filing effective date of the Company’s Corporation's registration statement), which notice shall offer each such Holder Stockholder the opportunity to include any or all of his, her or its Registrable Securities Shares in such registration statement, subject to the limitations contained in Section 2.2.2 hereof5.3(b). Each Holder Stockholder who desires to have his, her or its Registrable Securities Shares included in such registration statement (each a "Requesting Stockholder") shall so advise the Company Corporation in writing (stating the number of shares desired to be registered) within ten twenty (1020) days after the date of such notice from the CompanyCorporation. Any Holder Stockholder shall have the right to withdraw such Holder’s Stockholder's request for inclusion of such Holder’s Stockholder's Registrable Securities Shares in any registration statement pursuant to this Section 2.2.1 5.3(a) by giving written notice to the Company Corporation of such withdrawal. Subject to Section 2.2.2 5.3(b) below, the Company Corporation shall include in such registration statement all such Registrable Securities Shares so requested to be included therein; provided, however, that the Company Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.