Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 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 prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement Registration Statement, whether or not for its own account, under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account on any form (other than a registration statement (i) on Form S-4 or S-8 or any successor forms thereto, form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors to employees of the Company or its Affiliatespursuant to any employee benefit plan, respectively) or for the account registration of any holder shares of Class A Common Stock or Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of the same type as the Registrable Shares Class A Common Stock or Class D Common Stock (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggy-Back Registration”), then the Company it shall give written notice of such proposed filing to the all Holders at least 15 days before twenty (20) Business Days prior to the anticipated initial filing datewith the SEC of such piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company in the Piggy-Back Registration. Such The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each such Holder may request request. Each Holder desiring to have Registrable Securities registered under this Section 4 (a) (a "Piggyback Registration")“Participating Piggy-Back Holder”) shall advise the Company in writing within ten (10) Business Days after the date of receipt of the aforementioned notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Subject to the limitations set forth in Section 3(b) hereof4(b), the Company shall thereupon include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given therein, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the HoldersSecurities Act. Each Holder The Participating Piggy-Back Holders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement under the Securities Act with respect to a public offering register any of securities of the same type as the Registrable its Common Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 S-4 or Form S-8, or any successor forms theretoof either such form, or (ii) filed a registration relating solely in connection with a dividend reinvestment to the offer and sale to the Company’s employees pursuant to any employee stock plan or other employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderarrangement), then whether or not following a request by an Initial Requesting Holder or Requesting Holder pursuant to a Demand Registration Notice (a “Piggyback Registration”), or proposes to conduct a Shelf Takedown from an effective Form S-3 Shelf, whether or not following a request by a Requesting Holder pursuant to a Demand Shelf Takedown Notice (together with a Piggyback Registration, a “Piggyback Takedown”), the Company shall give prompt written notice of such proposed filing to the all Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (of its intention to effect such Piggyback Takedown. In the case of a "Piggyback Registration")Takedown that is a Shelf Takedown, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Shelf Takedown. Subject In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than six Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 3(b5(c)(ii) hereofand Section 5(c)(iii) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days five Business Days after notice has been given to sending the HoldersCompany’s notice. 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 At least four Business Days prior to the effective date pricing of any Piggyback Takedown, the Company shall cause to be delivered to each Holder of Registrable Shares who requested to include securities in such Piggyback RegistrationTakedown, an expected range of prices, as determined by the managing underwriters, for such Piggyback Takedown (the “Estimated Pricing Range”). Notwithstanding anything to the contrary contained herein, (A) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Shares requesting to include their Registrable Shares in such Piggyback Takedown, and (B) any Holder of Registrable Shares may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw such request; providedprovided that, however(1) other than in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range, that if such withdrawal occurs after request must be delivered before the later to occur of (x) the filing of a preliminary prospectus including such Registrable Shares in the Registration Statement with respect proposed offering and (y) two (2) Business Days prior to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion pricing of the registration expenses payable with respect proposed offering; and (2) the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to the include its Registrable Shares so withdrawnin that Piggyback Takedown. For the avoidance of doubt, in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range a Holder of Registrable Shares may withdraw its request at any time.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Capital Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in a Registration Statement connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesrights offering) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Holders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Holders of Registrable Securities and Other Registrable Securityholders. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than thirty (30) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities and all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before 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 date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities or Other Registrable Securityholders requesting to include their Other Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file offer any of its New Common Stock (a “Piggyback Takedown”) pursuant to a registration statement under the Securities Act with respect to a public in any underwritten offering of securities of the same type as the Registrable Shares pursuant to New Common Stock (including an “at-the-market offering” or a firm commitment underwritten offering solely for cash “registered direct offering”) whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities holders of the same type as Company’s securities (other than the Registrable Shares Investors) (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Other Holders”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall send prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be sent not less than ten (10) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than ten (10) Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Sections 3(b) and (c) below, include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days seven (7) Business Days after sending the Company’s notice has been given and shall file any post effective amendment or prospectus supplement necessary to include such Registrable Securities. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company at any time during following the Registration Period completion of the Company IPO proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock, whether on behalf of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account itself or holders of Other Securities or otherwise (other than a Shelf Registration Statement or Exchange Registration Statement pursuant to Section 3 or a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto relating to shares of Common Stock to be issued by the Company solely in connection with (i) any acquisition of another entity or business or (ii) filed solely in connection with a stock option or any other employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 20 days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after notice has been given to the Holdersapplicable holder. Each Holder holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 4(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration; provided. The Company shall not be required to maintain the effectiveness of a Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. If at any time after giving such Piggyback Notice 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 the securities originally intended to be included in such registration, the Company may, at its election, give written notice of such determination to the Stockholders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of securities originally intended to be included in such registration, without prejudice, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnright of a Stockholder immediately to request that such registration be effected as a registration under Section 2 or Section 4(c) to the extent permitted thereunder.

Right to Piggyback. If Following the twelve (12) month anniversary of the date hereof (and not at any time during the Registration Period point prior thereto), if the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Common Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely similar form which is then in effect or a Registration Statement in connection with a dividend reinvestment plan rights offering or employee benefit plan covering officers the primary purpose of which is to register debt securities or directors an offering on any form of the Company or its AffiliatesRegistration Statement that does not permit secondary sales) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Shareholders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to Spectrum. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than five (5) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4.4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to from Spectrum on or before 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 date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement with respect Statement, as applicable. Notwithstanding anything to such Piggyback Registrationthe contrary contained herein, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable may determine not to proceed with respect any Piggyback Takedown upon written notice to the Registrable Shares so withdrawnSpectrum.

Right to Piggyback. If If, at any time during the Registration Period after an IPO, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates(iii) or filed for the account of any holder of securities of the same type as the Registrable Shares (to the extent a Demand Registration that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderis not a Shelf Registration), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all Holders. Such notice The Piggyback Notice shall offer the Holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such Holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holders. Each Holder Holders exercising their rights under this Section 3(a) shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution of the Registrable Securities included in such Registration Statement. Notwithstanding the foregoing, any Holder participating in a Shelf Registration may request that such Holder’s Registrable Securities be removed from such Registration Statement after effectiveness, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registration Statement removing such Registrable Shares so withdrawnSecurities.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Common Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely similar form which is then in effect or a Registration Statement in connection with a dividend reinvestment plan rights offering or employee benefit plan covering officers the primary purpose of which is to register debt securities or directors an offering on any form of the Company or its AffiliatesRegistration Statement that does not permit secondary sales) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Shareholders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Shareholders of Registrable Securities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than five (5) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b2.3(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before 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 date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Shareholders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during (i) Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (ix) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiy) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time after the Company Initial Public Offering, the Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders all such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two business days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (A) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (B) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If the Company at any time during the Registration Period the Company proposes to file a registration statement register any shares of Common Stock under the Securities Act with respect to Act, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for a public offering of securities of under the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor forms form thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of an exchange offer, (iii) filed in connection with the Registration Rights Agreement, dated May 7, 2010, by and between the Company or its Affiliatesand JMP Securities LLC, as initial purchaser, (iv) or for filed in connection with the account Registration Rights Agreement dated as of any holder of securities of October 27, 2009, by and among Company and the same type persons listed on the Schedule A to such Registration Rights Agreement, as the Registrable Shares (amended by that certain Amendment No. 1 to the extent that Registration Rights Agreement dated November 4, 2007, or (v) filed in connection with the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then Kojaian Registration Rights Agreement) the Company shall give prompt written notice of such proposed filing to the all Holders at least 15 days ten (10) Business Days before the anticipated filing date. Such notice shall offer the such Holders the opportunity to register such amount of Registrable Shares Securities as they may shall request (a "“Piggyback Registration"”). Subject to Section 3(bSections 3(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days ten (10) Business Days after such notice has been given delivered to the Holders. Each Holder If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall, subject to the provisions of this Section 3, be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Selling Holders shall be permitted to withdraw all or any portion a part of the Registrable Shares of Securities held by such Holder from a Selling Holders which were to be included in such Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to registration. The Company may withdraw any registration statement for such Piggyback RegistrationRegistration at any time before it becomes effective, or postpone the withdrawing Holders offering of securities thereunder, without obligation or liability to any Selling Holder. No Holder shall reimburse have any right to obtain or seek an injunction restraining or otherwise delaying any such Piggyback Registration as the Company for the portion result of the registration expenses payable any controversy that might arise with respect to the Registrable Shares so withdrawninterpretation or implementation of this Agreement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities, or proposes to offer any of its Class A Common Stock pursuant to a registration statement in an underwritten offering of Class A Common Stock under the Securities Act with respect to (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section Sections 3(b) hereofand (c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 five (5) days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities, or proposes to offer any of its New Common Stock pursuant to a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account Demand Registration (other than including pursuant to Section 2(d)) or a registration statement (i) on Form S-4 or Form S-8 or any successor forms thereto, or forms) (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a registration statement that is not a Shelf Registration, such notice shall be given not less than 20 days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofand Section 3(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days (in the case of a Piggyback Takedown that is an offering under a Shelf Registration, within three Business Days) after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown; and (ii) any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion of Registrable Shares in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw all or any portion of the Registrable Shares of such Holder from a that Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationTakedown; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Takedown. No registration of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse Registrable Securities under this Section 3 will relieve the Company for of its obligation to effect any registration request pursuant to Section 2 and the portion of the Company shall pay all Registration Expenses in connection with any registration expenses payable with respect to the Registrable Shares so withdrawnunder Section 3.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities (including in response to a demand of a shareholder not party hereto, but excluding a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering Section 1, relating solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoto employee benefit plans, or (ii) filed relating solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that sale of debt or convertible debt instruments) and the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice to all Holders of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the date of the Company's notice (a "Piggyback Registration"). Any Holder that has been given made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all Company and the managing Underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time thirtieth (30th) day prior to the planned effective date of such Piggyback Registration. The Company may delay, terminate or withdraw any registration under this Section 2 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to any Holder in connection with such delay, termination or withdrawal; provided, however, that if such withdrawal occurs after delay shall extend beyond 120 days from the filing of date the Registration Statement with respect Company received a request to include Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse then the Company for shall again give all Holders the portion opportunity to participate therein and shall follow the notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2 shall be in addition to the registration expenses payable with respect rights granted pursuant to the Registrable Shares so withdrawnother provisions of Section 1 hereof.

Right to Piggyback. If at any time during After the Registration Period consummation of an IPO or a Listing (should either one occur), if the Company proposes to file a any registration statement under the Securities Act with respect to for the purposes of a public offering of its preferred equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely (whether or not for cash sale for its own account (other than a and including, but not limited to, registration statement (i) statements relating to secondary offerings of preferred equity securities of the Company, but excluding registration statements relating to any registration on Form S-4 or S-8 or any successor forms thereto, or (iisimilar forms) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall will give prompt written notice to all the Shareholders of its intention to effect such a registration and shall, subject to Section ‎2(b), use all commercially reasonable efforts to include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 30 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationCompany’s notice; provided, however, that the Company may at any time withdraw or cease proceeding with any such Piggyback Registration if it will at the same time withdraw or cease proceeding with the registration of all other Company preferred equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers preferred equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on the terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect within five (5) Business Days prior to the Registrable Shares so withdrawnanticipated effectiveness of such registration statement in connection therewith.

Right to Piggyback. If at any time during Except with respect to a Demand Registration or an initial Public Offering, the Registration Period procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities LLC Units whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all Shareholders holding Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least three business days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to occur of (i) 180 days (two years for a shelf registration statement) after the effective date thereof and (ii) all Registrable Securities included in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnRegistration Statement have actually been sold.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file offer any of its Common Stock (a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares “Piggyback Takedown”) pursuant to a firm commitment Registration Statement in any underwritten offering solely for cash of Common Stock (including an “at-the-market offering” or a “registered direct offering”) whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities holders of the same type as Company’s securities (other than the Registrable Shares Holders) (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Other Holders”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf Registration Statement, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement that is not a shelf Registration Statement, such notice shall be given not less than ten Business Days prior to the expected date of filing of such proposed filing Registration Statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof3.2 and Section 3.3, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days ten Business Days after sending the Company’s notice has been given and shall file any post effective amendment or Prospectus supplement necessary to include such Registrable Securities. Notwithstanding anything to the Holders. Each contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown; and (ii) any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw all or any portion that registration. For purposes of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; providedthis Section 3, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such any Piggyback RegistrationTakedown undertaken by the Company within one year of the Effective Date, the withdrawing Holders term “Holder” shall reimburse be deemed to include not only the Company for the portion Holders, but also all holders of the registration expenses payable with respect Company’s Common Stock who received such Common Stock pursuant to the Rights Offering (as defined in the Plan) and such holders’ shares of Common Stock shall be considered Registrable Shares so withdrawnSecurities.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities (whether or not following a Demand Registration Notice by a Requesting Holder) (a “Piggyback Registration”), or proposes to offer any Common Stock pursuant to a registration statement in an underwritten offering of Common Stock under the Securities Act with respect to (whether or not following a public offering of securities of the same type as the Registrable Shares pursuant to request by a firm commitment underwritten offering solely for cash for its own account Requesting Holder) (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection together with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPiggyback Registration, a “Piggyback Takedown”), then the Company shall give written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown as promptly as practicable. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than seven (7) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than seven (7) Business Days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofand Section 4(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each contrary contained herein, (i) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown, and (ii) any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registrationthat registration; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing of the Registration Statement with respect withdrawal, a Holder shall no longer have any right to such include its Registrable Securities in that Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement statement, or effectuate a Shelf Takedown, under the Securities Act with respect to a public offering by the Company for its own account or for the account of any other Person who is a holder of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Securities (other than a registration statement (i) on Form S-8 or Form F-4 (or Form S-4, if the Company is not then a “foreign private issuer” under the Securities Act) or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then the Company shall give written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they may request (a "“Piggyback Registration"”) or in the case of a Shelf Takedown, participate in such Shelf Takedown (but only to the extent that such Holders’ Registrable Securities were included in the Shelf Registration for such Shelf Takedown at the time of its original effectiveness). Subject to Section 3(b) hereof4(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 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 Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Common Stock whether or not for cash sale for its own account (other than a registration statement (ix) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiy) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time after the Company Initial Public Offering, the Corporation shall give prompt written notice of such proposed filing no later than ten days after the filing date (the “Piggyback Notice”) to all of the Holders at least 15 days before the anticipated filing dateholders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten days after notice has been given to the Holdersapplicable holder. Each Holder The Corporation shall not be permitted required to withdraw all or any portion of maintain the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (A) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (B) consummation of the registration expenses payable with respect distribution by the holders of all of the Registrable Securities included in such Registration Statement. Any holder of Registrable Securities shall have the right to withdraw its Piggyback Request by giving written notice to the Registrable Shares so withdrawnCorporation of its request to withdraw at least ten business days prior to the planned effective date of the related Registration Statement.

Right to Piggyback. If at any time during the Registration Period the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock by and for the account of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Corporation (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement; provided, however, that if any Stockholder owning Common Stock that has been included on such withdrawal occurs after the filing of the shelf Registration Statement with respect may request that such Common Stock be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnRegistration Statement removing such Common Stock.

Right to Piggyback. If (a) Subject to the terms and conditions hereof, at any time during after the Registration Period second anniversary of the Closing of the transactions under the Securities Purchase Agreement, whenever the Company proposes to file a registration statement register any of the equity securities of the Company owned by the Existing Partners under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoAct, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 but not less than ten (10) business days before the anticipated filing datedate (the “Piggyback Notice”) to the Investor. Such notice The Piggyback Notice shall offer the Holders Investor the opportunity to register include in such amount registration statement a pro rata portion of Registrable Securities held by the Investor (based on the ratio of the number of Purchased Class A Shares held by Investor on the date such registration statement is filed to the number of Class A Shares held by the Existing Partners on the date such registration statement is filed (calculated as they may request if all of the then issued and outstanding Och-Ziff Operating Group A Units had been exchanged for Class A Shares pursuant to the terms of the Exchange Agreement, but disregarding any Class A restricted share units)) (the “Piggyback Amount”); provided, however, that the Piggyback Amount shall be reduced by the aggregate number of Class A Shares sold by the Investor pursuant to Rule 144 or another exemption from the registration requirements of the Securities Act at any time during the 12-month period immediately prior to the date such registration is filed with the SEC (a "“Piggyback Registration"”). Subject to Section 3(b) 2.2 hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities (up to the Piggyback Amount, as reduced) with respect to which the Company has received a written requests request for inclusion therein within 10 ten (10) days after notice such Piggyback Notice has been given to received by the HoldersInvestor. Each Holder The Investor shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution, sale or other transfer by the Investor of the Registrable Securities included in such Registration Statement. For the avoidance of doubt, other than the restrictions on transfer required by law and as set forth in Section 2.3 hereof, nothing herein shall be deemed to restrict the ability of the Investor to sell the Class A Shares so withdrawnpursuant to Rule 144.

Right to Piggyback. If Subject to the terms of this Agreement, at any time during and from time to time following 180 days after the Registration Period effectiveness of the Mandatory Registration, if the Company proposes at any time determines to file a registration statement under the Securities Act Registration Statement with respect to a public any offering of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder stockholder who holds its securities (other than (i) a registration on Form S-4 or S-8 or any similar or successor form to such forms, (ii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the same type Company pursuant to any employee stock plan or other employee benefit plan arrangement or (iii) a registration of non-convertible debt securities) (a “Piggyback Registration”) then, as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of expeditiously as reasonably possible following such holder)determination, then the Company shall give written notice (the “Incidental Registration Notice”) of its intention to effect such proposed filing a registration to the Holders at least 15 days before the anticipated filing date. Such all Investors, and such notice shall offer the Holders Investors the opportunity to register such amount number of Registrable Shares Securities as they each such Investor may request (a "Piggyback Registration")in writing. Subject to Section 3(bSections 3(c) hereofand 3(d), the Company shall include in each such Registration Statement all such Registrable Securities which are requested in writing by an Investor (a “Piggyback Participation Notice”) to be included therein, on the same terms and conditions as the securities otherwise being sold in such registration, such Piggyback Participation Notice to be received within fifteen (15) days after the date of the Incidental Registration Notice. Any Investor that does not timely deliver a Piggyback Participation Notice shall be deemed to have waived its right to participate in the Piggyback Registration. If an Investor decides not to include all of its Registrable Shares Securities in any Piggyback Registration, such Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Registration as may be filed by the Company with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion offerings of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to Company’s securities, all upon the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.terms and conditions set forth herein

Right to Piggyback. If If, at any time during the Registration Period after a Qualified Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 S-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice the Piggyback Notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities any class of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Company’s equity securities (other than a registration statement (i) Demand Registration or registrations on Form S-8 S‑8 or any successor forms theretoForm S‑4, or a “Piggyback Registration”), and such registration may include the registration of Registrable Securities (ii) filed solely in connection together with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPiggyback Registration , a “Piggyback Takedown”), then the Company shall give written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown, unless such time is waived by the Holders of a majority of the Registrable Securities that request such inclusion. In the case of a Piggyback Takedown that is an offering under a registration statement that is not a Shelf Registration, such notice shall be given not less than 15 days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofand Section 4(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five Business Days after sending the Company’s notice. Nothing in this Section 4(a) shall create an obligation on behalf of the Company to proceed with a Piggyback Takedown, and the Company may cancel any Piggyback Takedown upon written notice has been given to the HoldersHolders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown. Each Any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion of Registrable Securities in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time that registration within two days prior to the effective expected date of the commencement of marketing efforts for such Piggyback RegistrationTakedown; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing of the Registration Statement with respect withdrawal, a Holder shall no longer have any right to such include its Registrable Securities in that Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement in connection with respect to a public offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan Demand Registration and other than a Registration Statement on Form S-4 or employee benefit plan covering officers Form S-8, or directors of the Company any comparable successor form or its Affiliates) form substituting therefor, or for the account of filed in connection with any holder exchange offer or an offering of securities of the same type as the Registrable Shares (solely to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderCompany's existing shareholders) (a "Piggyback Registration Statement"), whether or not for sale for its own account, then each such time the Company shall give written notice of such a proposed filing offering (a "Piggyback Notice") to the Holders holders of Registrable Securities of its intention to effect such a registration at least 15 twenty (20) days before prior to the anticipated filing datedate of such Piggyback Registration Statement. Such notice The Piggyback Notice shall offer the Holders holders of Registrable Securities the opportunity to register include in such Piggyback Registration Statement such amount of Registrable Shares Securities as they may request (a "Piggyback Registration"). Subject The Company will, subject to Section 3(b) hereofthe limitations set forth in Sections 4.3 and 4.4 of this Agreement, the Company shall include in each such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 fifteen (15) days after receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion registered holders of the Registrable Shares of Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; providedStatement. Such determination, however, that if will be without prejudice to the rights of holders of Registrable Securities to demand the continuation of such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnunder Section 3 hereof.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Common Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in a Registration Statement connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesrights offering) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Holders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Holders of Registrable Securities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than five (5) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof0 below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before 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 date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If If, at any time during after the Registration Period Initial Public Offering, the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 S-4, Form X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during Whenever the Registration Period the Company Corporation proposes to file a registration statement register any of its securities under the Securities Act with respect (other than pursuant to a Demand Registration hereunder) in connection with the public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely such securities, whether or not for cash sale for its own account (other than a registration statement (i) relating solely to the sale of securities issued to employees, directors and consultants of the Corporation under an employee benefit plan on Form S-8 or any successor forms theretosimilar form which may be promulgated in the future, or (ii) filed a registration relating solely to securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act on Form S-4 or similar form which may be promulgated in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or future), and the registration form to be used may be used for the account registration of any holder Registrable Shares (a “Piggyback Registration”), the Corporation will give prompt written notice (and in any event at least thirty (30) days prior to filing any registration statement with respect to such Piggyback Registration or, in the case of securities any demand registration other than a Demand Registration under this Agreement, within five (5) Business Days after its receipt of the same type as notice of any exercise of such demand registration rights) to all holders of the Registrable Shares (of its intention to the extent that the Company has the right to include Registrable Shares in any effect such a registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall and will include in each such Piggyback Registration registration all Registrable Shares (in accordance with the priorities set forth in Section 3.2 below) with respect to which the Company Corporation has received written requests for inclusion therein within 10 thirty (30) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion delivery of the Registrable Shares Corporation’s notice. The Corporation shall use its commercially reasonable efforts to maintain the effectiveness of such Holder from a registration statement filed with respect to any Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of all times during the Registration Statement with respect Period. No Piggyback Registration effected under this Section 3.1 shall relieve the Corporation of its obligation to such effect any Demand Registration under Sections 2.1 and 2.2, nor shall any Piggyback Registration, Registration be deemed to have been effected pursuant to Sections 2.1 and 2.2. There shall be no limit on the withdrawing Holders shall reimburse number of times the Company for the portion holders of the registration expenses payable with respect to the Registrable Shares so withdrawnmay request Piggyback Registration of Registrable Shares under this Section 3.1.

Right to Piggyback. If at any time during the Registration Period period commencing on the date of this Agreement and ending on the date which is five hundred and forty (540) days after the Effective Time the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten public offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderholder but excluding a Demand Registration), then the Company shall give written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 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 Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If If, at any time during after the Registration Period Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 180 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering (except for the registration of securities of the same type as the Registrable Shares to be offered pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms theretothen in effect) at any time other than pursuant to a Demand Registration and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing all holders of Registrable Securities not later than the earlier to occur of (i) the fifth Business Day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (30 calendar days prior to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(bthe provisions of Sections 4(c) hereofand (d), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days 15 Business Days after notice has been given to the Holdersapplicable holder’s receipt of the Company’s notice. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before five Business Days prior to the effective date of such the Piggyback Registration; provided. If a Piggyback Registration is an underwritten offering effected under Section 4(c), howeverall Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company. If a Piggyback Registration is an underwritten offering effected under Section 4(d), that if such withdrawal occurs after all Persons whose securities are included in the filing of Piggyback Registration must sell their securities on the Registration Statement with respect same terms and conditions as apply to such the securities being sold by the Person(s) initiating the Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion . A registration of the registration expenses payable with respect Registrable Securities pursuant to the Registrable Shares so withdrawnthis Section 4 will not be counted as a Demand Registration under Section 3.

Right to Piggyback. If If, at any time during after the Registration Period Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 thirty (30) days after notice the Piggyback Notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time thirty (30) days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities any class of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Company’s equity securities (other than a registration statement (i) Demand Registration or registrations on Form S-8 or any successor forms theretoForm S-4, or a “Piggyback Registration”), and such registration may include the registration of Registrable Securities (ii) filed solely in connection together with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPiggyback Registration , a “Piggyback Takedown”), then the Company shall give written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown, unless such time is waived by the Holders of a majority of the Registrable Securities that request such inclusion. In the case of a Piggyback Takedown that is an offering under a registration statement that is not a Shelf Registration, such notice shall be given not less than 15 days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofand Section 4(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five Business Days after sending the Company’s notice. Nothing in this Section 4(a) shall create an obligation on behalf of the Company to proceed with a Piggyback Takedown, and the Company may cancel any Piggyback Takedown upon written notice has been given to the HoldersHolders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown. Each Any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion of Registrable Securities in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time that registration within two days prior to the effective expected date of the commencement of marketing efforts for such Piggyback RegistrationTakedown; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing of the Registration Statement with respect withdrawal, a Holder shall no longer have any right to such include its Registrable Securities in that Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during After the Registration Period consummation of an IPO or a Listing (should either one occur), if the Company proposes to file a any registration statement under the Securities Act with respect to for the purposes of a public offering of its common equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely (whether or not for cash sale for its own account (other than a and including, but not limited to, registration statement (i) statements relating to secondary offerings of common equity securities of the Company, but excluding the Shelf Registration Statement and registration statements relating to any registration on Form S-4 or S-8 or any successor forms thereto, or (iisimilar forms) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof, the Company shall will give prompt written notice to all the Shareholders of its intention to effect such a registration and shall, subject to Section ‎2(b), use all commercially reasonable efforts to include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 30 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion receipt of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationCompany’s notice; provided, however, that the Company may at any time withdraw or cease proceeding with any such Piggyback Registration if it will at the same time withdraw or cease proceeding with the registration of all other Company common equity securities originally proposed to be registered. Notwithstanding the foregoing, if any Person other than the Company offers common equity securities in the IPO, all Shareholders holding Registrable Securities shall be entitled to participate in such IPO on the terms set forth herein as if the IPO were a Piggyback Registration. The rights to Piggyback Registration may be exercised an unlimited number of occasions. Any Shareholder shall have the right to withdraw such Shareholder’s request for inclusion of such Shareholder’s Registrable Securities in any Registration Statement filed in connection with a Piggyback Registration by giving written notice to the Company of such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect within five (5) Business Days prior to the Registrable Shares so withdrawnanticipated effectiveness of such registration statement in connection therewith.

Right to Piggyback. If at At any time during and from time to time after the Registration expiration of the Restriction Period (as such term is defined in the Purchase Agreement), if the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely for cash for its own account (other than Demand Registration or a registration statement (i) transaction under Rule 145 of the Act, or on Form S-8 or any successor forms thereto, or (iiforms) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of and the Company or its Affiliates) or registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “New Piggyback Registration”), then the Company shall give prompt written notice of such proposed filing to the Holders at least 15 days before Investor of its intention to effect such a registration and, subject to the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount terms of Registrable Shares as they may request Sections 3 (a "Piggyback Registration"). Subject to Section 3(be) hereof, the Company shall include in each such Piggyback Registration registration (and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s notice. If at the expiration of the “Restriction Period” (as such term is defined in the Purchase Agreement), the Company has a registration statement which is then effective and, if amended, the registration form could be used for the registration of Registrable Securities (an “Amended Piggyback Registration”), the Company shall give prompt written notice has been given to the Holders. Each Holder shall be permitted Investor of whether it is willing to withdraw all or any portion amend such registration statement to effect a registration of Registrable Securities and if the Registrable Shares of such Holder from a Piggyback Registration at any time prior Company is willing, the Company, subject to the effective date terms of Sections 3(e) hereof, shall file an amended registration statement and include in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement amended registration statement (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 with respect to such which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. A New Piggyback Registration and an Amended Piggyback Registration are each referred to in this Agreement as a “Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.”

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file sell any of its Common Stock pursuant to a registration statement in an underwritten offering under the Securities Act with respect to (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash “Piggyback Offering”), whether or not for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoaccount, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give prompt written notice of such proposed filing (a “Piggyback Notice”) to the all Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (Securities of its intention to effect such Piggyback Offering; provided, that if a "Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Registration"). Subject to Section 3(b) hereofOfferings, the Company will not send such Holder any such notices. In the case of a Piggyback Offering that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of filing of such registration statement. Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within one Business Day after the receipt of any Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and the Company shall, subject to the provisions of Sections 3(b) and 3(c), include in each such Piggyback Registration Offering, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days one Business Day after notice has been given sending the Piggyback Notice. For the avoidance of doubt, if such request is not received by the Company in a timely fashion in accordance with this section, the failure to the Holders. Each Holder submit a timely request shall be permitted to withdraw all or any portion of the Registrable Shares deemed a waiver of such Holder from a Piggyback Registration at any time prior Holder’s rights pertaining to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement this Section 3(a) with respect to such Piggyback Registration, the withdrawing Holders Offering but shall reimburse the Company for the portion of the registration expenses payable not be deemed to be a waiver with respect to any future Piggyback Offerings. For the avoidance of doubt, a Piggyback Offering shall not be considered an Requested Underwritten Offering for purposes of Section 2. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Offering upon written notice to the Holders of Registrable Shares so withdrawnSecurities requesting to include their Registrable Securities in such Piggyback Offering.

Right to Piggyback. If If, at any time during the Registration Period after an Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Securities (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder, including, without limitation, Registrable Securities held by any Member who is not an Initiating Holder, may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) one hundred twenty (120) days after the withdrawing Holders shall reimburse effective date thereof or for two years in the Company for the portion case of a “shelf” Registration Statement and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a public offering Public Offering of securities any class of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Company’s Capital Stock (other than a registration statement (i) on Form S-8 Holder Shelf Takedown, Holder Block Sale or any successor forms theretoExcluded Registration, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Registration”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such proposed filing Piggyback Registration (the “Piggyback Registration Notice”) and (i) in the case of a Piggyback Registration that is a Shelf Takedown or is automatically effective upon filing, such Piggyback Registration Notice shall be given not less than five (5) Business Days (two (2) Business Days in the case of a Block Sale) prior to the Holders at least 15 days before the anticipated filing date. Such notice expected date of commencement of marketing efforts for such Shelf Takedown (and each Holder shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in hold each such Piggyback Registration Notice in confidence until the earlier of (x) such time as marketing has commenced and (y) six (6) months after receipt of such notice, unless required to be disclosed by any applicable law, rule, regulation, order, decree or subpoena or otherwise agreed by the Company) and (ii) in the case of any other Piggyback Registration, such Piggyback Registration Notice shall be given not less than five (5) Business Days after the public filing of such Registration Statement. The Company shall, subject to the provisions of Section 3(b) below, include in such Piggyback Registration, as applicable, all Registrable Shares Securities beneficially owned by Holders on the date of the Piggyback Registration Notice with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days (2 Business Days in the case of a Block Sale) after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion date of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnNotice.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act ------------------ Registration Statement in connection with respect to a public offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan Demand Registration and other than a Registration Statement on Form S-4 or employee benefit plan covering officers Form S-8, or directors of the Company any comparable successor form or its Affiliates) form substituting therefor, or for the account of filed in connection with any holder exchange offer or an offering of securities of the same type as the Registrable Shares (solely to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderCompany's existing shareholders) (a "Piggyback Registration ---------------------- Statement"), whether or not for sale for its own account, then each such time --------- the Company shall give written notice of such a proposed filing offering (a "Piggyback --------- Notice") to the Holders holders of Registrable Securities of its intention to effect ------ such a registration at least 15 twenty (20) days before prior to the anticipated filing datedate of such Piggyback Registration Statement. Such notice The Piggyback Notice shall offer the Holders holders of Registrable Securities the opportunity to register include in such Piggyback Registration Statement such amount of Registrable Shares Securities as they may request (a "Piggyback Registration"). Subject The Company will, subject to Section 3(b) hereofthe ---------------------- limitations set forth in Sections 4.3 and 4.4 of this Agreement, the Company shall include in each such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 fifteen (15) days after receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion registered holders of the Registrable Shares of Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; providedStatement. Such determination, however, that if will be without prejudice to the rights of holders of Registrable Securities to demand the continuation of such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnunder Section 3 hereof.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities, or proposes to offer any of its Common Stock pursuant to a registration statement in an underwritten offering under the Securities Act with respect to (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown; provided, that if a Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Takedowns, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofand Section 3(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 five (5) days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities, or proposes to offer any INSW Common Stock in an underwritten offering registered under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares other than pursuant to Section ‎2(c) (a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Offering”), then the Company shall give prompt written notice to all Holders of its intention to effect such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register provisions of Sections ‎3(b) and ‎(c) below, include in such amount of Registrable Shares Piggyback Offering 100%, or such portion as they may request permitted by Commission Guidance (a "Piggyback Registration"). Subject to Section 3(b) hereof, provided that the Company shall include in each such Piggyback Registration use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Shares Securities as permitted by Commission Guidance), of the Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 five (5) days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of Piggyback Offering, provided that the Registrable Shares Company must provide prompt written notice of such Holder from a Piggyback Registration at any time prior determination to the effective date of Holders requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnOffering.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 2, if the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Common Stock, whether or not for cash sale for its own account (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give written prompt notice of such proposed filing to the Holders at least 15 20 days before the anticipated filing datedate (the “Piggyback Notice”) to all the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (A) 270 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (B) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during After the Registration Period end of the Lock-Up Period, whenever the Company proposes to file register any of its securities (including in response to a demand of a shareholder not party hereto, but excluding a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering Section 1, relating solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoto employee benefit plans, or (ii) filed relating solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that sale of debt or convertible debt instruments) and the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice to all Holders of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the date of the Company's notice (a “Piggyback Registration”). Any Holder that has been given made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all Company and the managing Underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time thirtieth (30th) day prior to the planned effective date of such Piggyback Registration. The Company may delay, terminate or withdraw any registration under this Section 2 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to any Holder in connection with such delay, termination or withdrawal; provided, however, that if such withdrawal occurs after delay shall extend beyond 120 days from the filing of date the Registration Statement with respect Company received a request to include Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse then the Company for shall again give all Holders the portion opportunity to participate therein and shall follow the notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2 shall be in addition to the registration expenses payable with respect rights granted pursuant to the Registrable Shares so withdrawnother provisions of Section 1 hereof.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement with respect to a public an underwritten offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) Registration Statement on Form S-8 S-4 or any successor forms thereto, or S-8) (iia “Piggyback Takedown”) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration Statement, such notice shall be given not less than five (5) Business Days prior to the expected date of filing of such proposed filing Registration Statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities that constitute Common Stock with respect to which the Company has received written requests for inclusion therein within 10 five (5) days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file sell any of its Common Stock pursuant to a registration statement in an underwritten offering under the Securities Act with respect to (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice of such proposed filing (a “Piggyback Notice”) to the all Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (Securities of its intention to effect such Piggyback Takedown; provided, that if a "Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Registration"). Subject to Section 3(b) hereofTakedowns, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of filing of such registration statement. Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within two Business Days (in the case of an underwritten offering under a Shelf Registration Statement on Form S-3) or within five Business Days (in the case of an underwritten offering under any other registration statements) after the receipt of any Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and the Company shall, subject to the provisions of Sections 3(b) and 3(c), include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 five days after notice has been given sending the Company’s notice. For the avoidance of doubt, a Piggyback Takedown shall not be considered an Underwritten Shelf Takedown for purposes of Section 2. Notwithstanding anything to the Holderscontrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown. Each Prior to the commencement of marketing efforts for such Piggyback Takedown, the Company shall advise the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown of the price range acceptable to the Company in such offering, and each such Holder shall be permitted to withdraw all or any portion of the Registrable Shares part of such Holder Holder’s Registrable Securities from a Piggyback Registration Takedown at any time prior to the effective earlier of (1) the date that is two Business Days after receipt of such price range information and (2) commencement of marketing efforts for such Piggyback Registration; providedTakedown, howeverand such Holder shall continue to have the right to include any Registrable Securities in any subsequent Shelf Takedown, that if such withdrawal occurs after all upon the filing terms and conditions set forth herein. For the avoidance of doubt, any at-the-market offering or similar continuous offering program of the Registration Statement with respect Company shall not constitute a “Piggyback Takedown” for purposes of this Agreement, and this Section 3 shall not apply to any such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnoffering.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file sell any of its Common Stock pursuant to a registration statement in an underwritten offering under the Securities Act with respect to (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice (a “Piggyback Notice”) to all Holders of such proposed filing to the Holders at least 15 days before million shares of the anticipated filing date. Such notice shall offer Company’s Common Stock of its intention to effect such Piggyback Takedown; provided, that if a Holder notifies the Holders the opportunity Company in writing that it does not wish to register such amount receive notices of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofTakedowns, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than two Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown and if no response is received on a timely basis, such right will be legally waived. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of filing of such registration statement. For the avoidance of doubt, if such notice is not received by the Company in a timely fashion in accordance with this section, the failure to submit a timely notice shall be deemed a waiver of such Holder’s rights pertaining to this section. Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within one Business Day after the receipt of any Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and the Company shall, subject to the provisions of Sections 3(b) and 3(c), include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days one Business Day after notice has been given sending the Company’s notice. For the avoidance of doubt, a Piggyback Takedown shall not be considered an Underwritten Shelf Takedown for purposes of Section 2. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities (whether or not following a request by a holder of Common Stock) (a “Piggyback Registration”), or proposes to offer any Common Stock pursuant to a registration statement in an Underwritten Offering of Common Stock under the Securities Act with respect to (whether or not following a public offering request by a holder of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock) (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection together with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPiggyback Registration, a “Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an Underwritten Offering under a Shelf Registration, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an Underwritten Offering under a Registration Statement that is not a Shelf Registration, such notice shall be given not less than ten Business Days prior to the expected date of filing of such proposed filing Registration Statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"Section 7(b) and Section 7(c). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five Business Days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, (i) the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback RegistrationTakedown, and (ii) any Holder of Registrable Securities may withdraw its request for inclusion in such Piggyback Takedown by giving written notice to the Company; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing of the Registration Statement with respect withdrawal, a Holder shall no longer have any right to such include its Registrable Securities in that Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement Registration Statement, whether or not for its own account, under the Securities Act with respect to a public offering on any form for the registration of Ordinary Shares or other securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretothat would be convertible into, or (ii) filed solely in connection with a dividend reinvestment plan exchangeable or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable exercisable for, Ordinary Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggy-Back Registration”), then the Company it shall give written notice of such proposed filing to the Holders at least 15 days before twenty (20) Business Days prior to the anticipated initial filing datewith the SEC of such piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company in the Piggy-Back Registration. Such The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they the Holders may request request. The Holders desiring to have Registrable Securities registered under this Section 4 (a) (a "Piggyback Registration")“Participating Piggy-Back Holder”) shall advise the Company in writing within ten (10) Business Days after the date of receipt of the aforementioned notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Subject to the limitations set forth in Section 3(b) hereof4(b), the Company shall thereupon include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given therein, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the HoldersSecurities Act. Each Holder The Participating Piggy-Back Holders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during following the Registration Period the Company Effective Date IBC proposes to file a registration statement Registration Statement under the Securities Act with respect to a public offering of securities any of the same type as the Registrable Shares its Common Stock pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement Registration Statement (i) on Form S-8 or any successor forms thereto, thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of any of the Company or its AffiliatesIBC Affiliated Group) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)Common Stock, then the Company IBC shall give written notice of such proposed filing to the Holders at least 15 days Business Days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof5.02(b), the Company IBC shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company IBC has received written requests for inclusion therein within 10 days ten Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company IBC for the portion of the registration expenses payable with respect to the Registrable Shares Securities so withdrawn.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement under the Securities Act with respect to a public offering register any of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (securities, other than a registration statement (i) on Form S-8 pursuant to Section 1 or any successor forms theretoa Special Registration, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of and the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice to all Holders of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the date of the Company’s notice has been given (a “Piggyback Registration”); provided the registration by the Company of its securities in connection with an IPO (i) consummated after the fourth anniversary but prior to the Holders. Each Holder shall be permitted to withdraw all or any portion eighth anniversary of the Registrable Shares of such Holder from Closing Date shall not constitute a Piggyback Registration at any time unless so designated by the Company with the approval of the Majority Principal Investors and (ii) consummated prior to the fourth anniversary of the Closing Date shall not constitute a Piggyback Registration unless so designated by the Company with Unanimous Investor Approval. Any Holder that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the 30th day prior to the planned effective date of such Piggyback Registration; provided. The Company may terminate or withdraw any registration under this Section 2 prior to the effectiveness of such registration, howeverwhether or not any Holder has elected to include Registrable Securities in such registration, that if such withdrawal occurs after and except for the filing of the obligation to pay Registration Statement with respect Expenses pursuant to such Piggyback Registration, the withdrawing Holders shall reimburse Section 2(c) the Company for the portion of the registration expenses payable will have no liability to any Holder in connection with respect to the Registrable Shares so withdrawnsuch termination or withdrawal.

Right to Piggyback. If at any time during After the Registration Period end of the Lock-Up Period, whenever the Company proposes to file register any of its securities (including in response to a demand of a shareholder not party hereto, but excluding a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering Section 1, relating solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoto employee benefit plans, or (ii) filed relating solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that sale of debt or convertible debt instruments) and the Company has the right to include Registrable Shares in any registration statement form to be filed by may be used for the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount registration or qualification for distribution of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofSecurities, the Company shall will give prompt written notice Xxxxxxxx of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the date of the Company’s notice has been given (a “Piggyback Registration”). Xxxxxxxx may withdraw his Registrable Securities from such Piggyback Registration by giving written notice to the Holders. Each Holder shall be permitted to withdraw all Company and the managing Underwriter, if any, on or any portion of before the Registrable Shares of such Holder from a Piggyback Registration at any time thirtieth (30th) day prior to the planned effective date of such Piggyback Registration. The Company may delay, terminate or withdraw any registration under this Section 2 prior to the effectiveness of such registration, whether or not Xxxxxxxx has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 2(c) the Company will have no liability to Xxxxxxxx in connection with such delay, termination or withdrawal; provided, however, that if such withdrawal occurs after delay shall extend beyond 120 days from the filing of date the Registration Statement with respect Company received a request to include Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse then the Company for shall again give Xxxxxxxx the portion opportunity to participate therein and shall follow the notification procedures set forth in this Section 2(a). There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2 which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2 shall be in addition to the registration expenses payable with respect rights granted pursuant to the Registrable Shares so withdrawnother provisions of Section 1 hereof.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of any class of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement Registration Statement (i) pursuant to the Company’s obligations under Section 4 hereof, (ii) on Form S-4 or S-8 or any successor forms theretoform to such forms, or (iiiii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors rights offering made to all of the Company holders of New Common Stock or its Affiliates) or for the account of any holder of securities an offering made solely to employees of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderCompany), whether or not for its own account, then the Company shall will give written notice of such proposed filing to the Holders all Beneficiaries at least 15 30 calendar days before the anticipated filing date. Such notice shall will offer the Holders Beneficiaries the opportunity to register under the Company’s Registration Statement (a “Piggyback Registration Statement”) such amount of Registrable Shares Securities as they each Beneficiary may request (a "Piggyback Registration")request. Subject to Section 3(b5(b) hereof, the Company shall will include in each such Piggyback Registration Statement all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 no later than five calendar days after notice has been given to before the Holdersanticipated filing date. Each Holder shall The Beneficiaries will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration Statement at any time prior to the effective date of such Piggyback Registration; providedRegistration Statement. The Company will be permitted to withdraw any proposed Piggyback Registration Statement at any time without liability to any Beneficiary, however, that if such withdrawal occurs after in which case the filing Company will not be required to effect a registration of the Registration Statement requested Registrable Securities, unless the requisite percentage of Common Stock Beneficiaries notifies the Company that they wish to convert the request into a Demand Notice, in which case the provisions of Section 3 shall apply. No registration affected under this Section 5 will relieve the Company of its obligations under Section 3 or Section 4 hereof with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect Registrable Securities not registered and sold pursuant to the Registrable Shares so withdrawnthis Section 5.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than pursuant to a registration in connection with Section 3 above and the registration form to be used may be used for the registration of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"), it will so notify in writing all Pequot Stockholders no later than twenty (20) days prior to the anticipated filing date. Subject to the provisions of Section 3(b) hereof4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities owned by the Pequot Stockholders with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the issuance of the Company's notice. Such Pequot Stockholders notice has been given shall state the intended method of disposition of the Registrable Securities by such Pequot Stockholder. Such Registrable Securities may be made subject to an underwriters' over-allotment option, if so requested by the Holdersmanaging underwriter. Each Holder shall be permitted to A Pequot Stockholder may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the Pequot Stockholders and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the registration expenses payable with respect pursuant to the Registrable Shares so withdrawnSection 3.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file offer any of its Common Stock (a “Piggyback Offering”) pursuant to a registration statement under the Securities Act with respect to a public in any underwritten offering of securities of the same type as the Registrable Shares pursuant to Common Stock (including an “at-the-market offering” or a firm commitment underwritten offering solely for cash “registered direct offering”) whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities holders of the same type as Company’s securities (other than the Registrable Shares Holders) (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Other Holders”), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall send prompt written notice to the Holders of its intention to effect such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a Shelf Registration Statement, such notice shall be sent not less than six Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a registration statement that is not a Shelf Registration Statement, such notice shall be given not less than ten Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Sections 3(b) and (c) below, include in each such Piggyback Registration Offering, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days seven Business Days (or, in the case of a Shelf Registration Statement, three Business Days) after sending the Company’s notice has been given and shall file any registration statement amendment or prospectus supplement necessary to include such Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Piggyback Offering upon written notice 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 prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than pursuant to a registration in connection with Section 3 above and the registration form to be used may be used for the registration of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"), it will so notify in writing all holders of Registrable Securities no later than twenty (20) days prior to the anticipated filing date. Subject to the provisions of Section 3(b) hereof4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the issuance of the Company's notice. Such Holder's notice has been given shall state the intended method of disposition of the Registrable Securities by such Holder. Such Registrable Securities may be made subject to an underwriters' over-allotment option, if so requested by the Holdersmanaging underwriter. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the holders of Registrable Securities and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the registration expenses payable with respect pursuant to the Registrable Shares so withdrawnSection 3.

Right to Piggyback. If at any time during If, on and after the Registration Period date of this Agreement, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of Common Equity Securities, whether or not for the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its Company’s own account (other than (i) a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) a registration statement filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the Holders of Registrable Securities. Such notice The Piggyback Notice shall offer the such Holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such Holder may request (a "“Piggyback Registration"”). Subject to Section 3(b2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice the Piggyback Notice has been given to the Holdersapplicable Holder. Each Holder agrees to keep the contents of any non-public registration statement confidential until such registration statement is filed. The Holders of Registrable Securities exercising their rights under this Section 2(a) shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the business day immediately preceding the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Piggyback Registration, Registration Statement. If at any time after giving written notice of its intentions to register any securities and prior to the withdrawing Holders shall reimburse the Company for the portion effective date of the registration expenses payable statement filed in connection with respect such registration, the Company shall determine for any reason not to register or to delay registration of all of such securities, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, (x) in the case of a determination not to register, the Company shall be relieved of any obligation to register any Registrable Shares so withdrawnSecurities in connection with such registration and (y) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of any Registrable Securities for the same period as the delay in such other securities.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file offer any of its Common Stock pursuant to a registration statement in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the Company, other than (i) in connection with registrations on Form S-4 or S-8 promulgated by the SEC or any successor or similar forms or (ii) a registration on any form that does not include substantially the same type information as the Registrable Shares (would be required to the extent that the Company has the right to include Registrable Shares be included in any a registration statement to be filed by covering the Company on behalf sale of such holderRegistrable Securities (a “Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown, describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed filing means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the range of offering prices of such securities; provided, that if a Holder notifies the Company in writing that it does not wish to receive notices of Piggyback Takedowns, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall offer be given not less than seven (7) Business Days prior to the Holders expected date of filing of such registration statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofand Section 3(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, on the same terms and conditions as the securities otherwise being sold pursuant to such Piggyback Takedown, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after the Company’s notice has been given is delivered 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 prior Notwithstanding anything to the effective date contrary contained herein, the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time after the period during which ------------------ Patriot and Wyndham are obligated to use all reasonable efforts to maintain the effectiveness of the Form S-4 or a Shelf Registration Period the Company proposes Statement, while any Registrable Securities are outstanding, Patriot and Wyndham propose to file a registration statement under the Securities Act Registration Statement with respect to a public offering an Underwritten Offering of securities of the same type as the Registrable Paired Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement Registration Statement (i) on Form S-8 or any successor forms theretoform or in connection with any employee or director welfare, benefit or compensation plan, (ii) filed solely on Form S-4 or any successor form or in connection with an exchange offer, (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Paired Shares, (iv) in connection with an offering solely to employees of Patriot and Wyndham or employee benefit plan covering officers or directors their affiliates, (v) relating to a transaction pursuant to Rule 145 of the Company Securities Act, or its Affiliates(vi) a shelf registration on Form S-3 or any successor form for the account of any holder a primary offering of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPatriot and/or Wyndham), then the Company whether or not for their own account, Patriot and Wyndham shall give to Holders holding Registrable Securities written notice of such proposed filing to the Holders at least 15 ten (10) business days before filing. The notice referred to in the anticipated filing date. Such notice preceding sentence shall offer the Holders the opportunity to register such amount of Registrable Shares Securities as they each Holder may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereof, the Company shall Patriot and Wyndham will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has Patriot and Wyndham have received written requests for inclusion therein within 10 days after notice has been given to the Holderstherein. Each Holder shall The Holders will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement in connection with respect to a public offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan Demand Registration and other than a Registration Statement on Form S-4 or Form S-8, or any comparable successor form or form substituting therefor, or any form that does not permit secondary sales, or filed in connection with any exchange offer or an offering of securities solely to the Company’s existing stockholders or relating solely to employee benefit plan covering officers or directors of the Company or its Affiliatesplans) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera ”Piggyback Registration Statement”), whether or not for sale for its own account, then each such time the Company shall give written notice of such a proposed filing offering (a “Piggyback Notice”) to the Holders of Registrable Securities of its intention to effect such a registration at least 15 twenty (20) days before prior to the anticipated filing datedate of such Piggyback Registration Statement. Such notice The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to register include in such Piggyback Registration Statement such amount of Registrable Shares Securities as they may request (a "“Piggyback Registration"”). Subject The Company will, subject to Section 3(b) hereofthe limitations set forth in Sections 4.3 and 4.4 of this Agreement, the Company shall include in each such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 fifteen (15) days after receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion registered Holders of the Registrable Shares Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Piggyback Registration Statement. Such determination, however, will be without prejudice to the rights of Holders of Registrable Securities to demand the continuation of such Holder from Registration Statement under Section 3 hereof. Notwithstanding the foregoing, the Holders of Registrable Securities shall only be entitled to a total of three (3) Piggyback Registration at any time prior to Registrations during the effective date term of such Piggyback Registrationthis Agreement; provided, however, that if a registration shall not be deemed to be a Piggyback Registration for purposes of this Section 4.1 (i) unless such withdrawal occurs after the filing of the Registration Statement with respect to thereto has become effective, (ii) if after it has become effective, such Piggyback Registrationregistration is interfered with by any stop order, the withdrawing Holders shall reimburse the Company for the portion injunction or other order or requirement of the registration expenses payable with respect Commission or other governmental agency or court for any reason not attributable to the holders of Registrable Shares so withdrawnSecurities participating in such registration and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Registrable Securities or Holders thereof participating in such registration.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities, or proposes to offer any of its New Common Stock pursuant to a registration statement in an underwritten offering of New Common Stock under the Securities Act with respect to (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section Sections 3(b) hereofand (c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 five (5) days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (iA) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiB) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, the Company Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 five (5) business days before the anticipated filing datedate (the “Piggyback Notice”) to the Stockholder. Such notice The Piggyback Notice shall offer the Holders Stockholder the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they the Stockholder may request (a "“Piggyback Registration"”). Subject to Section 3(b5(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 three (3) business days after notice has been given to the HoldersStockholder. Each Holder The Stockholder shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior by giving written notice to the effective date Corporation of such Piggyback Registrationits request to withdraw; provided, however, that if such withdrawal occurs after request must be made prior to the filing earlier of the Registration Statement execution of the underwriting agreement or the execution of the custody agreement with respect to such Piggyback Registration, registration and otherwise may only be made in accordance with procedures reasonably determined by the withdrawing Holders underwriters in connection with any underwriting arrangements. The foregoing piggyback rights shall reimburse expire on the Company for first date on which the portion of the registration expenses payable with respect to the Stockholder no longer owns any Registrable Shares so withdrawnSecurities.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account or for the account of another stockholder (other than except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration statement (i) made on Form S-8 S-4 or any successor forms theretothen in effect and except for the registration of securities held by Cascade Investment, L.L.C. (“Cascade”) pursuant to the terms and conditions of that certain Registration Rights and Stockholders Agreement dated as of April 13, 2006 between the Company and Cascade) at any time other than pursuant to a Demand Registration and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesforty-five (45) or for the account of any holder of securities of the same type as the Registrable Shares (days prior to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to the provisions of Section 3(b) hereof4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given the issuance of the Company’s notice. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, if so requested by the Holdersmanaging underwriter. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the holders of Registrable Securities and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of the registration expenses payable with respect Registrable Securities pursuant to the Registrable Shares so withdrawnthis Section 4 shall not be counted as a Demand Registration pursuant to Section 3.

Right to Piggyback. If at any time during Except with respect to the filing of a Shelf Registration Period Statement as provided in Section 3 or a Demand Registration as provided in Section 4, if the Company Corporation proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of Interests, other than in connection with and subsequent to, the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Initial Public Offering, whether or not for cash sale for its own account (other than a registration statement Registration Statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan (or employee benefit plan covering officers or directors of the Company or its Affiliatessimilar) or plan, but including, for the account avoidance of any holder of securities of doubt, in connection with the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderInitial Public Offering), then the Company Corporation shall give prompt written notice of such proposed filing no later than ten (10) days prior to the Holders at least 15 days before the anticipated filing datedate (the “Piggyback Notice”) to all of the Stockholders that hold Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof5(b), the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities from all such holders with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time by giving notice to the Corporation at least two (2) Business Days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. If at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with respect such registration the Corporation shall determine for any reason not to register the securities originally intended to be included in such registration, the Corporation may, at its election, at any time prior to such Piggyback Registrationeffectiveness, give written notice of such determination to the withdrawing Holders Stockholders and thereupon the Corporation shall reimburse be relieved of its obligation to register such Registrable Securities in connection with the Company registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Stockholder immediately thereafter to request that such registration be effected as a registration under Section 3 or 4 to the extent permitted thereunder or to continue such registration as a Demand Registration as if such Stockholder had requested such Demand Registration in the first instance (which continuation shall, for the portion avoidance of doubt, not require the registration expenses payable with respect to the Registrable Shares so withdrawnrestart of any applicable minimum notice provisions of Section 3 or 4).

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of any class of equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) Demand Registration or registrations on Form S-8 or any successor forms theretoForm S-4, or a “Piggyback Registration”), and such registration may include the registration of Registrable Securities (ii) filed solely in connection together with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderPiggyback Registration, a “Piggyback Takedown”), then the Company shall give written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a registration statement that is not a Shelf Registration, such notice shall be given not less than 15 days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofand Section 4(c) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 five days after sending the Company’s notice. Nothing in this Section 4(a) shall create an obligation on behalf of the Company to proceed with a Piggyback Takedown, and the Company may cancel any Piggyback Takedown upon written notice has been given to the HoldersHolders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown. Each Any Holder shall be permitted of Registrable Securities may withdraw its request for inclusion of Registrable Shares in a Piggyback Takedown by giving written notice to the Company of its intention to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time that registration within two days prior to the effective expected date of the commencement of marketing efforts for such Piggyback RegistrationTakedown; provided, however, that if such the withdrawal occurs shall be irrevocable and after making the filing of the Registration Statement with respect withdrawal, a Holder shall no longer have any right to such include its Registrable Securities in that Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement in connection with respect to a public offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan Demand Registration and other than a Registration Statement on Form S-4 or Form S-8, or any comparable successor form or form substituting therefor, or any form that does not permit secondary sales, or filed in connection with any exchange offer or an offering of securities solely to the Company's existing stockholders or relating solely to employee benefit plan covering officers or directors of the Company or its Affiliatesplans) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera "Piggyback Registration Statement"), whether or not for sale for its own account, then each such time the Company shall give written notice of such a proposed filing offering (a "Piggyback Notice") to the Holders of Registrable Securities of its intention to effect such a registration at least 15 twenty (20) days before prior to the anticipated filing datedate of such Piggyback Registration Statement. Such notice The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to register include in such Piggyback Registration Statement such amount of Registrable Shares Securities as they may request (a "Piggyback Registration"). Subject The Company will, subject to Section 3(b) hereofthe limitations set forth in Sections 4.3 and 4.4 of this Agreement, the Company shall include in each such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Shares Securities with respect to which the Company has received a written requests request for inclusion therein within 10 fifteen (15) days after receipt of the Piggyback Notice (five (5) days if the Company gives telephonic notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion registered Holders of the Registrable Shares Securities, with written confirmation to follow promptly thereafter). Notwithstanding the above, the Company may determine, at any time, not to proceed with such Piggyback Registration Statement. Such determination, however, will be without prejudice to the rights of Holders of Registrable Securities to demand the continuation of such Holder from Registration Statement under Section 3 hereof. Notwithstanding the foregoing, the Holders of Registrable Securities shall only be entitled to a total of three (3) Piggyback Registration at any time prior to Registrations during the effective date term of such Piggyback Registrationthis Agreement; provided, however, that if a registration shall not be deemed to be a Piggyback Registration for purposes of this Section 4.1 (i) unless such withdrawal occurs after the filing of the Registration Statement with respect to thereto has become effective, (ii) if after it has become effective, such Piggyback Registrationregistration is interfered with by any stop order, the withdrawing Holders shall reimburse the Company for the portion injunction or other order or requirement of the registration expenses payable with respect Commission or other governmental agency or court for any reason not attributable to the holders of Registrable Shares so withdrawnSecurities participating in such registration and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Registrable Securities or Holders thereof participating in such registration.

Right to Piggyback. If If, at any time during the Registration Period there are outstanding any Registrable Securities, the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, the Company shall give prompt written notice of each such proposed filing to the Holders at least 15 thirty (30) days before the anticipated filing datedate (the "Piggyback Notice") to the Holders. Such notice The Piggyback Notice shall offer the Holders the opportunity to register include in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable Holder. Each The Holder shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register any of its securities, or proposes to offer any issuance of new Common Stock pursuant to a registration statement in an underwritten offering of new Common Stock under the Securities Act with respect to (a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Takedown”), then the Company shall give prompt written notice to all Holders of Registrable Securities and Holders of Buyer Holdco Shares of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereofsubsections 6.2.2 and 6.2.3 below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 five (5) days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of any class of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement Registration Statement (i) pursuant to the Company’s obligations under Section 4 hereof, (ii) on Form S-4 or S-8 or any successor forms theretoform to such forms, or (iiiii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors rights offering made to all of the Company holders of Common Stock or its Affiliates) or for the account of any holder of securities an offering made solely to employees of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderCompany), whether or not for its own account, then the Company shall will give written notice of such proposed filing to the Holders all Beneficiaries at least 15 30 calendar days before the anticipated filing date. Such notice shall will offer the Holders Beneficiaries the opportunity to register under the Company’s Registration Statement (a “Piggyback Registration Statement”) such amount of Registrable Shares Securities as they each Beneficiary may request (a "Piggyback Registration")request. Subject to Section 3(b5(b) hereof, the Company shall will include in each such Piggyback Registration Statement all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 no later than five calendar days after notice has been given to before the Holdersanticipated filing date. Each Holder shall The Beneficiaries will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration Statement at any time prior to the effective date of such Piggyback Registration; providedRegistration Statement. The Company will be permitted to withdraw any proposed Piggyback Registration Statement at any time without liability to any Beneficiary, however, that if such withdrawal occurs after in which case the filing Company will not be required to effect a registration of the Registration Statement requested Registrable Securities, unless the requisite percentage of Beneficiaries notifies the Company that they wish to convert the request into a Demand Notice, in which case the provisions of Section 3 shall apply. No registration affected under this Section 5 will relieve the Company of its obligations under Section 3 or Section 4 hereof with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect Registrable Securities not registered and sold pursuant to the Registrable Shares so withdrawnthis Section 5.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of any class of equity securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 X-0, X-0 or any successor forms thereto, form thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors an offering made solely to employees of the Company Company), whether or not for its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder)own account, then the Company shall will give written notice of such proposed filing to the Holders holders of Registrable Securities at least 15 10 calendar days before the anticipated filing date. Such notice shall will offer the Holders such holders the opportunity to register such amount of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”); provided, however, in no event shall the amount of Registrable Securities included in any Piggyback Registration exceed 20% of the total amount of securities included in such offering. Subject to the limitations set forth in this Section 3(b5(a) and the provisions of Section 5(b) hereof, the Company shall will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice (other than (i) any Registrable Securities that are otherwise covered by an effective Registration Statement (including, without limitation, the Series B Registration Statement or the Warrant Registration Statement) unless, with respect to such Registrable Securities, the holders of such Registrable Securities agree to pay any incremental increase in the Registration Expenses for such Piggyback Registration resulting from including such Registrable Securities in such Piggyback Registration or (ii) any Warrant Share Registrable Securities if the weighted average Sales Price of the Common Stock has been given to not reached the HoldersWarrant Registration Threshold). Each Holder shall The holders of Registrable Securities will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.. (b)

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than pursuant to a registration in connection with Section 3 above and the registration form to be used may be used for the registration of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give written notice it will so notify in writing all holders of such proposed filing Registrable Securities no later than twenty (20) days prior to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to the provisions of Section 3(b) hereof4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the issuance of the Company’s notice. Such holder’s notice has been given shall state the intended method of disposition of the Registrable Securities by such holder. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, if so requested by the Holdersmanaging underwriter. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the holders of Registrable Securities and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the registration expenses payable with respect pursuant to the Registrable Shares so withdrawnSection 3.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than pursuant to a Demand Registration and the registration form to be used may be used for the registration of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"), it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of (i) the tenth (10th) day following the Company's receipt of notice of exercise of other demand registration rights, or (ii) forty-five (45) days prior to the anticipated filing date. Subject to Section 3(b) hereofthe provisions of SECTION 4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given the issuance of the Company's notice. Such Registrable Securities may be made subject to an underwriters' over-allotment option, if so requested by the Holdersmanaging underwriter. Each Holder shall be permitted to The holders of Registrable Securities may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the holders of Registrable Securities and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of the registration expenses payable with respect Registrable Securities pursuant to the Registrable Shares so withdrawnthis SECTION 4 shall not be counted as a Demand Registration pursuant to SECTION 3.

Right to Piggyback. If at any time during prior to the time a Shelf Registration Period Statement is declared effective for the registration and sale of the total number of Registrable Shares the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-4 or Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof), the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 15 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 prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the SEC registration expenses payable fee paid by the Company with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement under the Securities Act with respect to a public offering register any of securities of the same type as the Registrable its Common Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 S-4 or Form S-8, or any successor forms theretoof either such form, or (ii) filed a registration relating solely in connection with a dividend reinvestment to the offer and sale to the Company’s employees pursuant to any employee stock plan or other employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderarrangement), then whether or not following a request by an Initial Requesting Holder or Requesting Holder 41 pursuant to a Demand Registration Notice (a “Piggyback Registration”), or proposes to conduct a Shelf Takedown from an effective Form S-3 Shelf, whether or not following a request by a Requesting Holder pursuant to a Demand Shelf Takedown Notice (together with a Piggyback Registration, a “Piggyback Takedown”), the Company shall give prompt written notice of such proposed filing to the all Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (of its intention to effect such Piggyback Takedown. In the case of a "Piggyback Registration")Takedown that is a Shelf Takedown, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Shelf Takedown. Subject In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than six Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 3(b5(c)(ii) hereofand Section 5(c)(iii) below, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days five Business Days after notice has been given to sending the HoldersCompany’s notice. 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 At least four Business Days prior to the effective date pricing of any Piggyback Takedown, the Company shall cause to be delivered to each Holder of Registrable Shares who requested to include securities in such Piggyback RegistrationTakedown, an expected range of prices, as determined by the managing underwriters, for such Piggyback Takedown (the “Estimated Pricing Range”). Notwithstanding anything to the contrary contained herein, (A) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Shares requesting to include their Registrable Shares in such Piggyback Takedown, and (B) any Holder of Registrable Shares may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw such request; providedprovided that, however(1) other than in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range, that if such withdrawal occurs after request must be delivered before the later to occur of (x) the filing of a preliminary prospectus including such Registrable Shares in the Registration Statement with respect proposed offering and (y) two (2) Business Days prior to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion pricing of the registration expenses payable with respect proposed offering; and (2) the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to the include its Registrable Shares so withdrawnin that Piggyback Takedown. For the avoidance of doubt, in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range a Holder of Registrable Shares may withdraw its request at any time.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than pursuant to a registration in connection with Section 3 above and the registration form to be used may be used for the registration of the same type as the Registrable Shares Securities (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holdera “Piggyback Registration”), then the Company shall give written notice of such proposed filing it will so notify in writing all Pequot Stockholders no later than twenty (20) days prior to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to the provisions of Section 3(b) hereof4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities owned by the Pequot Stockholders with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the issuance of the Company’s notice. Such Pequot Stockholders notice has been given shall state the intended method of disposition of the Registrable Securities by such Pequot Stockholder. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, if so requested by the Holdersmanaging underwriter. Each Holder shall be permitted to A Pequot Stockholder may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the Pequot Stockholders and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the registration expenses payable with respect pursuant to the Registrable Shares so withdrawnSection 3.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file undertake the marketing of a registration statement under the Securities Act with respect to a public registered underwritten offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash its Capital Stock for its own account (other than a registration statement (i) Registration Statement on Form S-4 or S-8 or any successor forms thereto, or (ii) filed solely in a Registration Statement connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesrights offering) or for the account of any holder of securities other stockholder or stockholders of the same type as Company not party hereto (the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Requesting Holders”), then the Company shall give prompt written notice of its intention to effect such proposed filing offering (a “Piggyback Takedown”) to all Holders of Registrable Securities. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than fifteen (15) Business Days prior to the Holders at least 15 days before expected date of commencement of marketing efforts for such Piggyback Takedown. In the anticipated filing date. Such case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration, such notice shall offer be given not less than thirty (30) Business Days prior to the Holders expected date of filing of such Registration Statement. The Company shall, subject to the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to on or before 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 date that is three (3) Business Days prior to the effective expected date of such Piggyback Registration; provided, however, that if such withdrawal occurs after commencement of marketing efforts or the filing of the Registration Statement Statement, as applicable. Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with respect any Piggyback Takedown upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during after consummation of the Registration Period IPO the Company Corporation proposes to file a registration statement register any equity securities under the Securities Act in connection with respect to a the public offering of such securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than the First MP Registration, a registration relating to employee or director benefit plans or a corporate reorganization, mergers or acquisition, or a registration on any form that does not permit inclusion of sales of Registrable Securities), whether such offering is a primary offering by the Corporation or a secondary offering by holders of the Corporation’s securities or both (a “Piggyback Registration”), the Corporation will give written notice to all holders of Registrable Securities of its intention to effect such a registration as soon as practicable, but in no event less than 20 days prior to the anticipated filing date of a registration statement (i) on Form S-8 or any successor forms related thereto; provided, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors that such notice shall indicate the number of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement shares proposed to be filed by registered, the Company on behalf proposed means of distribution of such holder), then securities and the Company shall give written notice proposed managing underwriters of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration")offering, if any. Subject to Section 3(bthe provisions of Sections 4(b) hereofand (c) and 7(a)(i), the Company shall Corporation will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 20 days after notice has been given to delivery of the HoldersCorporation’s notice. Each Holder shall The holders of Registrable Securities will be permitted to withdraw all or any portion of the Registrable Shares part of such Holder holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback RegistrationRegistration becomes effective with the SEC; provided, however, that if such withdrawal occurs after the filing of the Piggyback Registration Statement with respect to such Piggyback Registrationis an underwritten offering and there is an underwriting agreement in place, the withdrawing Holders shall reimburse holders of Registrable Securities may do so only on the Company reasonable and customary terms agreed upon by the managing underwriters for such offering. If a Piggyback Registration is an underwritten offering effected (i) under Section 4(b), all Persons whose securities are included in the portion Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) under Section 3(a) or 4(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 3(a) or 4(c). The foregoing notwithstanding, if, at any time after giving written notice of a Piggyback Registration but prior to the effective date of the registration expenses payable with respect statement filed in connection therewith, the Corporation shall determine for any reason not to register the securities described in its notice of its intention to file a registration statement, the Corporation shall give prompt written notice of such determination to the holders of Registrable Shares so withdrawnSecurities and thereupon shall be relieved of its obligation to register any Registrable Securities in such registration.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities in an underwritten offering under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash Act, whether for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder another stockholder (except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration made on Form S-4 or any successor forms then in effect) at any time other than pursuant to a registration in connection with Section 3 above and the registration form to be used may be used for the registration of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request Securities (a "Piggyback Registration"), it will so notify in writing all Investor Stockholders and Pavony no later than twenty (20) days prior to the anticipated filing date. Subject to the provisions of Section 3(b) hereof4(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities owned by the Investor Stockholders and Pavony with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersissuance of the Company's notice. Each Holder of such Investor Stockholders' and Pavony's notice shall state the intended method of disposition of the Registrable Securities by such Investor Stockholder or Pavony. Such Registrable Securities may be permitted made subject to an underwriters' over-allotment option, if so requested by the managing underwriter. An Investor Stockholder or Pavony may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Holders shall reimburse Company, the Investor Stockholders, Pavony and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of Registrable Securities pursuant to this Section 4 shall be in addition to the registration expenses payable with respect pursuant to the Registrable Shares so withdrawnSection 3.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (iA) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiB) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, the Company Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 five (5) business days before the anticipated filing datedate (the “Piggyback Notice”) to each Stockholder. Such notice The Piggyback Notice shall offer the Holders Stockholders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they the Stockholders may request (a "“Piggyback Registration"”). Subject to Section 3(b) 5.2 hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 three (3) business days after notice has been given to the Holderseach Stockholder. Each Holder The Stockholders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior by giving written notice to the effective date Corporation of such Piggyback Registrationtheir request to withdraw; provided, however, that if such withdrawal occurs after request must be made prior to the filing earlier of the Registration Statement execution of the underwriting agreement or the execution of the custody agreement with respect to such Piggyback Registration, registration and otherwise may only be made in accordance with procedures reasonably determined by the withdrawing Holders underwriters in connection with any underwriting arrangements. The foregoing piggyback rights shall reimburse expire on the Company for first date on which the portion of the registration expenses payable with respect to the Stockholders no longer own any Registrable Shares so withdrawnSecurities.

Right to Piggyback. If If, at any time during the Registration Period after an Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-8 S-4, Form X-0, Xxxx X-0 or any successor forms thereto, thereto or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 fifteen (15) days before the anticipated filing datedate (the “Piggyback Notice”) to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during Except with respect to the filing of a Shelf Registration Period Statement as provided in Section 3 or a Demand Registration as provided in Section 4, if the Company Corporation proposes to file a registration statement Registration Statement under the Securities Act with respect to a public an offering of securities of Interests, other than in connection with and subsequent to, the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely Initial Public Offering, whether or not for cash sale for its own account (other than a registration statement Registration Statement (i) on Form S-8 or S-0, Xxxx X-0 xr any successor forms thereto, or (ii) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan (or employee benefit plan covering officers or directors of the Company or its Affiliatessimilar) or plan, but including, for the account avoidance of any holder of securities of doubt, in connection with the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderInitial Public Offering), then the Company Corporation shall give prompt written notice of such proposed filing no later than ten (10) days prior to the Holders at least 15 days before the anticipated filing datedate (the “Piggyback Notice”) to all of the Stockholders that hold Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 3(b) hereof5(b), the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities from all such holders with respect to which the Company Corporation has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time by giving notice to the Corporation at least two (2) Business Days prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Corporation shall not be required to maintain the filing effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. If at any time after giving a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with respect such registration the Corporation shall determine for any reason not to register the securities originally intended to be included in such registration, the Corporation may, at its election, at any time prior to such Piggyback Registrationeffectiveness, give written notice of such determination to the withdrawing Holders Stockholders and thereupon the Corporation shall reimburse be relieved of its obligation to register such Registrable Securities in connection with the Company registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Stockholder immediately thereafter to request that such registration be effected as a registration under Section 3 or 4 to the extent permitted thereunder or to continue such registration as a Demand Registration as if such Stockholder had requested such Demand Registration in the first instance (which continuation shall, for the portion avoidance of doubt, not require the registration expenses payable with respect to the Registrable Shares so withdrawnrestart of any applicable minimum notice provisions of Section 3 or 4).

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities, or proposes to offer any INSW Common Stock in an underwritten offering registered under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares other than pursuant to Section 2(c) (a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Offering”), then the Company shall give prompt written notice to all Holders of its intention to effect such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Offering. In the case of a Piggyback Offering that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five (5) Business Days prior to the date of filing of such proposed filing registration statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section Sections 3(b) hereofand (c) below, include in such Piggyback Offering 100%, or such portion as permitted by Commission Guidance (provided that the Company shall include in each such Piggyback Registration use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Shares Securities as permitted by Commission Guidance), of the Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 five (5) days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of Piggyback Offering, provided that the Registrable Shares Company must provide prompt written notice of such Holder from a Piggyback Registration at any time prior determination to the effective date of Holders requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnOffering.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its securities under the Securities Act in connection with respect to a the public offering of such securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash cash, whether for its own account (or for the account of another stockholder other than in an Excluded Registration, at any time other than pursuant to a Demand Registration and the registration statement form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing the Holders no later than the earlier to occur of (i) on Form S-8 or any successor forms theretothe tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesforty-five (45) or for the account of any holder of securities of the same type as the Registrable Shares (days prior to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to the provisions of Section 3(b) hereof3(c), the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities, on a pro rata basis based upon the total number of Registrable Securities, with respect to which the Company has received written requests for inclusion therein within 10 twenty (20) days after the applicable holder’s receipt of the Company’s notice has been given to the Holders(such requesting Holder, a “Piggyback Holder”). Each Any Piggyback Holder shall be permitted to may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before five (5) days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such . In any Piggyback Registration, the withdrawing Company, the Piggyback Holders shall reimburse and any Person who hereafter becomes entitled to register its securities in a registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of Registrable Securities pursuant to this Section 3 shall not be counted as a Demand Registration under Section 2. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3(a) before the effective date of such registration, whether or not the Holders have elected to include Registrable Securities in such registration. The expenses payable (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with respect to the Registrable Shares so withdrawnSection 6.

Right to Piggyback. If If, at any time during the Registration Period after a Qualified Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Common Stock (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto, thereto or (ii) filed solely in connection with a cxxxxxxxxx xxxh an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 thirty (30) days before the anticipated filing datedate (the "Piggyback Notice") to all of the holders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register include in such amount registration statement the number of Registrable Shares Securities as they each such holder may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after notice has been given to the Holdersapplicable holder. Each Holder The eligible holders of Registrable Securities shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after . The Company shall not be required to maintain the filing effectiveness of the Registration Statement with respect for a Piggyback Registration beyond the earlier to such Piggyback Registration, occur of (i) 120 days after the withdrawing Holders shall reimburse the Company for the portion effective date thereof and (ii) consummation of the registration expenses payable with respect to distribution by the holders of the Registrable Shares so withdrawnSecurities included in such Registration Statement.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement with respect to a public an underwritten offering of any of its securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) Registration Statement on Form S-8 S-4 or any successor forms thereto, or S-8) (iia “Piggyback Takedown”) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Shelf Registration, such notice shall be given not less than seven (7) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an offering under a Registration Statement that is not a Shelf Registration Statement, such notice shall be given not less than seven (7) Business Days prior to the expected date of filing of such proposed filing Registration Statement. The Company shall, subject to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount provisions of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b4(b) hereofbelow, the Company shall include in each such Piggyback Registration Takedown, as applicable, all Registrable Shares Securities that constitute Common Stock with respect to which the Company has received written requests for inclusion therein within 10 days five (5) Business Days after notice has been given sending the Company’s notice. Notwithstanding anything to the Holders. Each Holder shall be permitted contrary contained herein, the Company may determine not to withdraw all or proceed with any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior Takedown upon written notice to the effective date Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnTakedown.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (other than pursuant to a firm commitment underwritten offering solely transaction described in Rule 145 of the Securities Act or on Form S-4 or S-8), whether or not for cash sale for its own account (other than a registration statement (i) on Form S-8 or any successor forms theretoaccount, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall will each time give prompt written notice of such proposed filing to the Holders all Investors (i) in all cases at least 15 20 days before the anticipated filing datedate and (ii) in the case of a proposed registration in connection with the exercise of any demand registration rights (other than the demand registration rights under Section 3.1 hereof) within five (5) Business Days after the Company receives notice of such demand. Such notice shall offer the Holders such Investors the opportunity to register such amount of their Registrable Shares Securities as they may shall request (a "Piggyback Registration")) subject to Sections 3.2(b) and 3.2(c) hereof. Subject to Section 3(bSections 3.2(b) and 3.2(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after such notice has been given by the Company to the HoldersInvestors; provided that the Company (as determined by the Board of Directors of 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 securities originally proposed to be registered thereunder (but shall still be obligated to pay all Registration Expenses in connection therewith), provided, however, that any such withdrawal or termination shall be without prejudice to the rights of any Investor Group to cause such registration to be effected pursuant to a registration under Section 3.1 hereof. Each Holder If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Investors shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date time of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

Right to Piggyback. If at any time during On or after the Initial Registration Period Date, whenever the Company proposes to file a registration statement register any securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares (excluding registrations on Form S-4 or S-8 or equivalent forms), other than pursuant to a firm commitment underwritten offering solely for cash for Demand Registration under Section 3 (a "PIGGYBACK REGISTRATION"), the Company will give written notice to all holders of Registrable Securities of its own account (other than intention to effect such a registration statement not later than the earlier to occur of (i) on Form S-8 or any successor forms thereto, the tenth day following receipt by the Company of notice of exercise of other demand registration rights or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (30 days prior to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(bthe provisions of Sections 4(c) hereofand (d), the Company shall will include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 ten business days after notice has been given to the Holdersreceipt by the applicable holder of Registrable Securities of the Company's notice. Each Holder shall The holders of Registrable Securities will be permitted to withdraw all or any portion of the Registrable Shares part of such Holder holder's Registrable Securities from a Piggyback Registration at any time prior to the date such Piggyback Registration becomes effective with the SEC, PROVIDED THAT, in the case of an underwritten offering, such withdrawal is consistent with customary and reasonable restrictions agreed upon by the managing underwriter. If a Piggyback Registration is an underwritten offering effected under (i) Section 4(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company or (ii) Section 4(d), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 4(d). Notwithstanding the foregoing, if, at any time after giving written notice of a Piggyback Registration but prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registrationregistration statement filed in connection therewith, the withdrawing Holders Company shall reimburse determine for any reason not to register such securities, the Company for the portion may, at its election give written notice of the registration expenses payable with respect such determination to the holders of Registrable Shares so withdrawnSecurities and thereupon shall be relieved of its obligation to register any Registrable Securities in such registration.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file register (including on behalf of a registration statement selling shareholder) any of its securities under the Securities Act with respect to a public offering (except for the registration of securities of the same type as the Registrable Shares to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a firm commitment underwritten offering solely for cash for its own account (registration made on Form S-4, or pursuant any successor to such form then in effect) at any time other than pursuant to a Demand Registration and the registration statement form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing all Shareholders of Registrable Securities no later than the earlier to occur of (i) on Form S-8 or any successor forms theretothe tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, if applicable, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliatesforty-five (45) or for the account of any holder of securities of the same type as the Registrable Shares (days prior to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to the provisions of Section 3(b) hereof3.03, the Company shall will include in each such the Piggyback Registration all Registrable Shares Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) business days after notice has been given the applicable Shareholder’s receipt of the Company’s notice. Such Registrable Securities may be made subject to an underwriters’ over-allotment option, if so requested by the Holdersmanaging underwriter of such Piggyback Registration, if any. Each Holder shall be permitted to The Shareholders may withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time before ten (10) business days prior to the effective date of such the Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration. The Company, the withdrawing Holders shall reimburse Shareholders and any Person who hereafter become entitled to register its securities in a Piggyback Registration initiated by the Company for must sell their securities on the portion same terms and conditions. A registration of the registration expenses payable with respect Registrable Securities pursuant to the Registrable Shares so withdrawnthis Article III shall not be counted as a Demand Registration under Article II.

Right to Piggyback. If at any time during Except with respect to a Demand Registration, the Registration Period procedures for which are addressed in Section 3, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to a public an offering of securities Common Stock whether or not for sale of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (iA) on Form S-8 X-0, Xxxx X-0 or any successor forms thereto, thereto or (iiB) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, the Company Corporation shall give prompt written notice of such proposed filing to the Holders at least 15 five (5) business days before the anticipated filing datedate (the “Piggyback Notice”) to each Stockholder. Such notice The Piggyback Notice shall offer the Holders Stockholders the opportunity to register include (or cause to be included) in such amount registration statement the number of Registrable Shares Securities as they the Stockholders may request (a "“Piggyback Registration"”). Subject to Section 3(b5(b) hereof, the Company Corporation shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within 10 three (3) business days after notice has been given to the Holderseach Stockholder. Each Holder The Stockholders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior by giving written notice to the effective date Corporation of such Piggyback Registrationtheir request to withdraw; provided, however, that if such withdrawal occurs after request must be made prior to the filing earlier of the Registration Statement execution of the underwriting agreement or the execution of the custody agreement with respect to such Piggyback Registration, registration and otherwise may only be made in accordance with procedures reasonably determined by the withdrawing Holders underwriters in connection with any underwriting arrangements. The foregoing piggyback rights shall reimburse expire on the Company for first date on which the portion of the registration expenses payable with respect to the Stockholders no longer own any Registrable Shares so withdrawnSecurities.

Right to Piggyback. If at any time during the Registration Period Whenever the Company proposes to file conduct a registration statement under the Securities Act with respect to a public offering Public Offering of securities any class of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering Company’s Capital Stock solely for cash (whether or not wholly a primary or secondary offering but except for its own account (other than a registration statement (i) on Form S-8 Demand Registration or any successor forms theretoExcluded Registration, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder“Piggyback Registration”), then the Company shall give prompt written notice to all Holders that have made Opt-In Elections of such proposed filing its intention to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each effect such Piggyback Registration (the “Piggyback Registration Notice”) and (i) in the case of a Piggyback Registration pursuant to an Automatic Shelf Registration Statement, such Piggyback Registration Notice shall be given (A) not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Public Offering or (B) three (3) Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal,” and (ii) in the case of any other Piggyback Registration, such Piggyback Registration Notice shall be given (A) not less than five (5) Business Days after the public filing of such Registration Statement, or (B) three (3) Business Days in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal.” The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all Registrable Shares Securities beneficially owned by Holders on the date of the Piggyback Registration Notice with respect to which the Company has received written requests for inclusion therein within 10 days (i) five (5) Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion date of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to Notice or (ii) three (3) Business Days in the effective date case of such Piggyback Registration; providedan Overnight Underwritten Offering, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnSame-Day Offering or similar “bought deal.”

Right to Piggyback. If (but without any obligation to do so) the Company at any time during the Registration Period the Company proposes or is obligated to file a registration statement register any shares of Common Stock under the Securities Act with respect to Act, whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for a public offering of securities of under the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor forms thereto, form thereto or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderan exchange offer), then the Company shall give prompt written notice of such proposed filing to all Holders and the Holders Management Stockholder at least 15 days Business Days before the anticipated filing date. Such notice shall offer such Holders and the Holders Management Stockholder the opportunity to register such amount of Registrable Shares Securities as they may shall request (a "“Piggyback Registration"”). Subject to Section Sections 3(b) and 3(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 days 15 Business Days after such notice has been given received by the Holders and the Management Stockholder by the Company. If the Registration Statement relating to the HoldersPiggyback Registration is to cover an underwritten offering, such Registrable Securities shall, subject to the provisions of this Section 3, be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder The Selling Holders shall be permitted to withdraw all or any portion a part of the Registrable Shares of Securities held by such Holder from a Selling Holders which were to be included in such Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to registration. The Company may withdraw any registration statement for such Piggyback RegistrationRegistration at any time before it becomes effective, or postpone the withdrawing Holders offering of securities thereunder, without obligation or liability to any Selling Holder. No Holder shall reimburse have any right to obtain or seek an injunction restraining or otherwise delaying any such Piggyback Registration as the Company for the portion result of the registration expenses payable any controversy that might arise with respect to the Registrable Shares so withdrawninterpretation or implementation of this Agreement.

Right to Piggyback. If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act Registration Statement with respect to a public an offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely any Company Securities, whether or not for cash sale for its own account (other than a registration statement Registration Statement (iA) on Form S-4, Form S-8 or any successor forms thereto, thereto or (iiB) filed solely in connection with a an exchange offer or any employee benefit or dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holderplan), then then, each such time, the Company shall give prompt written notice of such proposed filing to the Holders at least 15 twenty (20) days before the anticipated filing datedate (the “Piggyback Notice”) to all Holders. Such notice The Piggyback Notice shall offer the Holders the opportunity to register include (or cause to be included) in such amount Registration Statement the number of Registrable Shares Securities as they each such Holder may request (a "“Piggyback Registration"”). Subject to Section 3(bI.3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after notice has been given to the Holders. Each Holder The eligible Holders shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the contrary set forth herein, if such Piggyback Registration involves an underwritten public offering, each Holder requesting Piggyback Registration must sell its Registrable Securities to the selected underwriters on the same terms and conditions as apply to the Company or any other holders of Company Securities on whose behalf the Piggyback Registration was initiated. If at any time after giving notice of its intention to register any Company Securities pursuant to this Section I.3(a) and before the effective date of such Registration Statement, the Company shall determine for any reason not to register the Company Securities it had proposed to register, the Company shall give notice to all Holders requesting Piggyback Registration and, thereupon, the Company shall be relieved of its obligations to register any securities to be registered at such time pursuant to this Section I.3(a). No registration effected under this Section I.3(a) shall relieve the Company of its obligations to effect a Demand Registration to the extent required under Section I.2; provided, however, that if such withdrawal occurs the Company shall not be obligated to effect a Demand Registration during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred eighty (180) days after the filing effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith reasonable best efforts to cause such Registration Statement to become effective and that the Company’s estimate of the date of filing such Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawnis made in good faith.