Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Right to Piggyback. Whenever If at any time after the one year anniversary of this Agreement the Company proposes to register any of its securities under file a Registration Statement, whether or not for sale for the Securities ActCompany's own account, on a form and the in a manner that would also permit registration form proposed to be used may be used to register the resale of Registrable Securities (each, other than in connection with a “Piggyback Registration”registration statement on Forms S-4 or S-8 or any similar or successor form), the Company shall give prompt to Holders holding Registrable Securities written notice of such proposed filing at least thirty (30) calendar days before the anticipated filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a "Piggyback Registration"). Subject to Section 3(b), the Company will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any event at least ten (10underwriting involved therein) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following such Holder’s receipt calendar days after the written notice from the Company is given; provided, that the Company's obligations under this Section 3 shall terminate from and after the Termination Date. Each Holder will be permitted, subject to its compliance with the provisions of Section 2(a) relating to reimbursement of the Company’s notice. All Holders proposing 's expenses, to distribute their securities through withdraw all or part of its Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration. Notwithstanding the foregoing, the Company will not be obligated to effect any registration of Registrable Securities under this Section 3 as a result of the registration statement filed of any of its securities solely as direct consideration for mergers or acquisitions or offered solely in connection with such registrationexchange offers, the Company shall determine for any reason not to register such securitiesdividend reinvestment and share purchase plans, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationrights offerings or option or other employee benefit plans.

Right to Piggyback. Whenever the Company proposes to register any of its securities Common Stock (whether or not in combination with any other equity or debt security or otherwise) under the Securities ActAct (other than pursuant to a Demand Registration or in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) and the registration form proposed to be used may be used to register for the resale registration of Investor Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to 20 days before the anticipated filing date to the Investor on behalf of the Registration Statement relating to such registration) to each Holder holders of the Investor Registrable Securities of its intention to effect such a registration registration. Each such Company notice shall specify the approximate number of shares of Common Stock to be registered. Subject to Sections 3.2 and shall use its commercially reasonable efforts to 3.3 below, the Company will include in such registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Investor Registrable Securities with respect to which the Company has received from the Investor a written request from each Holder for inclusion therein within five (5) Business Days following 15 days after the delivery of such Holder’s receipt of the Company’s Company notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, ; provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required each seller must sell its Investor Registrable Securities to make any representation the underwriter or warranty with respect to or on behalf of underwriters selected by the Company or any other stockholder of in connection with such offering on the same terms and conditions as apply to the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice to the Investor of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with effect such registration, the Company shall determine for any reason not to register such securitiesany of its Common Stock under the Securities Act, the Company shall give notice to all the Investor on behalf of the Holders participating in such Piggyback Registration sellers and, thereupon, shall be relieved of its obligation to register any Investor Registrable Securities in connection with such registrationregistration and, except for the obligation to pay Registration Expenses pursuant to Section 4.2, the Company shall have no liability to the holders of Investor Registrable Securities in connection with such termination or withdrawal. The Company shall have the right to select the underwriter or underwriters to administer any underwritten offering in connection with such registration and related offering.

Right to Piggyback. Whenever Following the expiration of the Lock-up Period, whenever the Company proposes to register any of its securities (other than pursuant to a Demand Registration or any registration effected pursuant to Form X-0, X-0 or any successor forms and other than a registration relating solely to the sale of securities to participants in a Company plan, a registration relating to a reorganization of the Company or other transaction under Rule 145 of the Securities Act, or a registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (but in any no event at least ten less than twenty (1020) Business Days calendar days prior to the anticipated proposed filing date of the such Registration Statement relating to such registrationStatement) to each Holder all holders of Registrable Securities of its intention to effect such a registration registration, setting forth (to the extent then known) the principal terms and shall use its commercially reasonable efforts conditions of such issuance, including the anticipated proposed offering price (or range of offering prices), the anticipated date of the filing of the Registration Statement and the number and type of securities to be registered, and shall, subject to the other provisions of this Section 4.2, include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s calendar days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration of Registrable Securities effected under this Section 2 shall 4.2 will relieve the Company of any of its obligations to effect a Demand Registration required registrations of Investor Registrable Securities pursuant to Section 4.1 hereof. The election by Section 1. If at any time after giving notice holder of Registrable Securities not to exercise its rights to have any or all of its intention to register any Company securities Registrable Securities registered pursuant to this Section 3(a) and prior 4.2 shall not affect its rights as to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationfuture issuances.

Right to Piggyback. Whenever If at any time during the Registration Period ------------------ the Company proposes to register any of its securities file a registration statement under the Securities ActAct 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, and or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan 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 form proposed statement to be used may be used 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 effective date. Such notice shall offer the Holders the opportunity to register the resale such amount of Registrable Securities Shares as they may request (each, a “"Piggyback Registration”"). ---------------------- Subject to Section 3(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 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 statement filed in connection expenses payable with such registration, respect to the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationShares so withdrawn.

Right to Piggyback. Whenever Subject to the last sentence of this subsection (i), whenever the Company proposes to register any of its equity securities (or securities convertible into or exchangeable for, or options to acquire, equity securities) with the Commission under the Securities Act, Act and the registration form proposed to be used may be used to register for the resale registration of the Registrable Securities (each, a “Piggyback Registration”), other than pursuant to the Current Registration Statement, the Company shall will give prompt written notice (in any event to the holders of Registrable Securities, at least ten (10) Business Days 30 days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration registration, which notice will specify the proposed offering price (if available), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such registration notice, and will, subject to subsection (a)(ii) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 20 business days after the effectiveness of the Company’s notice. All Holders proposing Except as may otherwise be provided in this Agreement, and other than in connection with the Current Registration Statement, Registrable Securities with respect to distribute their securities through which such request for registration has been received will be registered by the Company and offered to the public in a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) 3 on the terms and prior conditions at least as favorable as those applicable to the effective date registration of the registration statement filed in connection with such registration, shares of equity securities (or securities convertible into or exchangeable or exercisable for equity securities) to be sold by the Company shall determine for and by any reason not to register such securities, the Company shall give notice to all of the Holders participating in other person selling under such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.

Right to Piggyback. Whenever Each time the Company Corporation proposes to register any of its securities offer Common Stock in an underwritten offering (other than pursuant to an Excluded Registration) registered under the Securities Act, and Act (whether for the registration form proposed to be used may be used to register account of the resale Corporation or the account of Registrable Securities any equity holder of the Corporation other than the Trust) (each, a “Piggyback RegistrationOffering”), the Company Corporation shall give prompt written notice to the Trust (in any event at least ten (10) which notice shall be given not less than 10 Business Days prior to such Piggyback Offering (the anticipated filing “Piggyback Notice”)), which notice shall offer to the Trust the opportunity to include any or all of its Registrable Securities in such Piggyback Offering, subject to the limitations contained in Section 2.01(c)(iv) and Section 2.02(b). To participate in any Piggyback Offering, the Trust shall provide written notice to the Corporation (stating the number of Registrable Securities desired to be registered or included and the total number of Registrable Securities held by the Trust as of the date of the Registration Statement relating Piggyback Notice) within five Business Days after the date of such notice from the Corporation. The Trust shall have the right to such registration) to each Holder withdraw its request for inclusion of its intention Registrable Securities in any Piggyback Offering prior to effect the commencement of such a registration Piggyback Offering by giving written notice to the Corporation of such withdrawal. Subject to the limitations contained in Section 2.01(c)(iv) and Section 2.02(b), the Corporation shall use its commercially reasonable efforts to include in such registration underwritten offering all such Registrable Securities with respect so requested to which the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementincluded therein. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a2.02(a) and prior to shall relieve the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved Corporation of its obligation to register effect a registration statement, as contemplated by Section 2.01 hereof. The Trust’s rights to a Piggyback Offering may be exercised on an unlimited number of occasions. Notwithstanding the foregoing, the Corporation may at any Registrable Securities in connection time withdraw, abandon or cease proceeding with any such registrationoffering for any reason at any time.

Right to Piggyback. Whenever the Company Registering Entity proposes to register any of its securities under the Securities Act(other than a registration on Form X-0, Xxxx X-0 or a comparable form, or a registration of securities relating solely to an offering and the registration form proposed sale to be used may be used employees pursuant to register the resale of Registrable Securities any employee stock plan or other employee benefit plan arrangement) other than pursuant to a Registration Request (each, a “Piggyback Registration”), the Company shall Registering Entity will give prompt written notice (and in any event at least ten (10) Business Days prior within 15 days after its receipt of notice of any exercise of other demand registration rights or its decision to the anticipated filing date of the Registration Statement relating to such registrationeffect a primary offering, as applicable) to each Holder all Holders of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration on the same terms as the Registering Entity and the other Persons selling securities in connection with such registration all Registrable Securities with respect to which the Company Registering Entity has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following such Holder’s receipt days after the date of the CompanyRegistering Entity’s notice. All Holders proposing The Registering Entity’s notice shall specify, at a minimum, the number of securities proposed to distribute their securities through be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Registering Entity of the proposed minimum offering price of such securities. Any Holder that has made such a written request may withdraw all or any part of its Registrable Securities from such Piggyback Registration that involves an underwriter(sby giving written notice to the Registering Entity and the managing underwriter, if any, on or before the fifteenth (15th) shall enter into an underwriting agreement in reasonable and customary form with day prior to the underwriter(s) selected for planned effective date of such Piggyback Registration, provided that with respect to such underwriting agreement . The Registering Entity may terminate or withdraw any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 3 prior to the effective date effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and except for the registration statement filed obligation to pay Registration Expenses pursuant to Section 3(c) the Registering Entity will have no liability to any Holder in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationtermination or withdrawal.

Right to Piggyback. Whenever the Company proposes to register (including on behalf of a selling stockholder) any shares of its securities Company Common Stock under the Securities ActAct (except for the registration of shares of Company Common Stock to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms or any form that does not include substantially the same information, other than information relating to selling shareholders or their plan of distribution, that would be required to be included in a registration statement covering the sale of the Registrable Securities) at any time other than pursuant to a Demand Registration, and the registration form proposed to be used may be used to register for the resale registration of the Registrable Securities (each, a “"Piggyback Registration”"), it will so notify MetLife in writing no later than the Company shall give prompt written earlier to occur of (i) the tenth (10th) day following the Company's receipt of notice of exercise of other demand registration rights, or (in any event at least ten ii) thirty (1030) Business Days days prior to the anticipated filing date of filing. Subject to the Registration Statement relating to such registration) to each Holder provisions of its intention to effect such a registration and shall use its commercially reasonable efforts to Section 3.2, the Company will include in such registration the Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein from MetLife within ten (10) Business Days after MetLife's receipt of the Company's notice. MetLife may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the Piggyback Registration. The Company, MetLife and any person who hereafter become entitled to register its securities in a registration statement filed in connection with such registration, initiated by the Company shall determine for any reason not to register such securities, sell their securities on the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsame terms and conditions.

Right to Piggyback. Whenever If the Company Corporation proposes to register any shares of its common stock (or securities convertible into or exchangeable or exercisable for common stock) (the "Common Stock") under the Securities Act, Act (a "Proposed Registration") and the registration form proposed to be used may be used to register for the resale registration of the Registrable Securities as defined in Section 1.5.6 below (each, a “"Piggyback Registration”"), the Company shall Corporation will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date all holders of the Registration Statement relating to such registration) to each Holder Registrable Securities of its intention to effect such a registration and shall use its commercially reasonable efforts will, subject to Section 1.1.2 below, include in such registration Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following such Holder’s days after receipt of the Company’s Corporation's notice. All Holders proposing ; provided that, the maximum number of Registrable Securities that may be registered by TIG pursuant to distribute their securities through a any such Piggyback Registration that involves an underwriter(s(the "TIG Maximum") shall enter into not exceed the percentage of TIG's total Registrable Securities equal to the percentage that the total number of shares offered by the Corporation in the Proposed Registration bears to the total number of issued and outstanding shares of the Corporation. In the case of an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registrationunderwritten offering, provided that Registrable Securities with respect to which such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall request for registration has been received will be required to make any representation or warranty with respect to or on behalf of registered by the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities Corporation pursuant to this Section 3(a) 1 on the same terms and prior subject to the effective date same conditions applicable to the stock to be sold by the Corporation or by other persons selling under such Proposed Registration. Holders of Registrable Securities will be entitled to include shares pursuant to this Section 1.1.1 in (A) demand registrations of any shareholder of the Corporation, or (B) registrations of the Corporation, other than a registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationon Form S-4 or S-8.

Right to Piggyback. Whenever the Company proposes to register (including on behalf of a selling stockholder) any shares of its securities Company Common Stock under the Securities ActAct (except for the registration of shares of Company Common Stock to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4, or any successor forms or any form that does not include substantially the same information, other than information relating to selling shareholders or their plan of distribution, that would be required to be included in a registration statement covering the sale of the Registrable Securities) at any time other than pursuant to a Demand Registration and the registration form proposed to be used may be used to register for the resale registration of the Registrable Securities (each, a “"Piggyback Registration”"), it will so notify Buyer in writing no later than the Company shall give prompt written earlier to occur of (i) the tenth (10th) day following the Company's receipt of notice of exercise of other demand registration rights, or (in any event at least ten ii) thirty (1030) Business Days days prior to the anticipated filing date of filing. Subject to the Registration Statement relating to such registration) to each Holder provisions of its intention to effect such a registration and shall use its commercially reasonable efforts to Section 3.2, the Company will include in such registration the Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein from Buyer within ten (10) Business Days after Buyer's receipt of the Company's notice. Buyer may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time before five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the Piggyback Registration. The Company, Buyer and any person who hereafter become entitled to register its securities in a registration statement filed in connection with such registration, initiated by the Company shall determine for any reason not to register such securities, sell their securities on the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsame terms and conditions.

Right to Piggyback. Whenever If at any time during the Registration Period the Company proposes to register any of its securities file a registration statement under the Securities ActAct 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, and or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the registration form Company or its Affiliates), then the Company shall give written notice of such proposed filing to be used may be used the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register the resale such amount of Registrable Securities Shares as they may request (each, a “"Piggyback Registration”"). Subject to Section 3(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all filing of the Holders participating in Registration Statement with respect to such Piggyback Registration andand the Company does not exercise its right to abandon the Registration Statement under Section 3(c), thereuponthe withdrawing Holders shall reimburse the Company for the portion of the SEC registration fee payable with respect to the Registrable Shares so withdrawn and all other registration expenses allocable to such Registrable Shares of the types described in clauses (i), shall be relieved (ii) and (vii) of its obligation to register any Registrable Securities in connection with such registrationSection 6 hereof.

Right to Piggyback. Whenever Each time the Company proposes to register any shares of its securities under Common Stock (other than pursuant to Section 2.2 or pursuant to an Excluded Registration) for sale to the Securities Act, and public (whether for the registration form proposed to be used may be used to register account of the resale Company or the account of Registrable Securities any security holder of the Company) (each, a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Shares not less than fifteen (in any event at least ten (1015) Business Days days prior to the anticipated filing date of the Registration Statement relating Company’s registration statement. Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in Section 2.3(b) hereof. Each Holder who desires to have its Registrable Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within fifteen (15) days after the receipt of such notice from the Company. In the event the registration statement is not declared effective within ninety (90) days following the initial filing of such registration statement, unless a road show for an underwritten offering pursuant to such registrationregistration statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders of Registrable Shares giving them another opportunity to elect to include Registrable Shares in the pending registration statement. Each Holder receiving such new written notice shall have the same rights afforded above. Subject to Section 2.3(b) to each Holder of its intention to effect such a registration and below, the Company shall use its commercially reasonable efforts to include in such registration statement all such Registrable Securities with respect Shares so requested to which be included therein; provided that the Company has received a may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered and shall provide each Requesting Holder with prompt written request from each notice of such withdrawal or cessation; provided, further that any Holder for inclusion therein within five (5) Business Days following shall have the right to withdraw such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected request for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms inclusion of such underwriting agreement. No Holder’s Registrable Shares in any registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities statement pursuant to this Section 3(a2.3(a) and by giving written notice to the Company of such withdrawal at least fifteen (15) days prior to the effective date of the such registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationbecoming effective.

Right to Piggyback. Whenever on or after the Start Date and prior to the Termination Date the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account or for the account of one or more holders of Shares (other than the Investor), and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities Shares (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Investor of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities Shares with respect to which the Company has received a written request from each Holder for inclusion therein from the Investor within five (5) Business Days following such Holder10 days after the Investor’s receipt of the Company’s noticenotice (provided, without the consent of Man Group, in any registration initiated by Man Group pursuant to the Man Group Registration Rights Agreement, that only Registrable Shares of the same class or classes as the Shares being registered may be included and provided further that if the class or classes of Shares being registered in such Piggyback Offering are Common Shares, such Investor request may be contingent upon the Investor’s conversion of Registrable Preferred Shares into such Common Shares being registered and, in such event, the Company will reasonably cooperate with the Investor to coordinate such a conversion with the relevant offering). All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with may abandon, terminate and/or withdraw such registration for any reason at any time prior to the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of pricing thereof. If the Company or any other stockholder of Person other than the Company and (ii) Investor proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the liability of any Holder Securities Act, such offering shall be limited treated as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities primary or secondary underwritten offering pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such a Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.

Right to Piggyback. Whenever the Company proposes to register any shares of Common Stock with the Securities and Exchange Commission (the "Commission") under the Act, for its own account or for the account of any of its security holders covering the sale of Common Stock (other than (a) a registration statement on Form S-4 or S-8 or (b) a registration statement filed in connection with an offer of securities under the Securities Actsolely to existing security holders or (c) a Demand Registration pursuant to Section 2.2 hereof), and the registration form proposed to be used Registration Statement may be used to register for the resale of Registrable Securities held by the Stockholders party to this Agreement (each, such registration a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event to all such Stockholders, at least ten (10) 20 Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration registration, which notice will specify the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to subsection (b) below, include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) 20 Business Days following such Holder’s receipt after the effectiveness of the Company’s 's notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement Except as may otherwise be provided in reasonable and customary form with the underwriter(s) selected for such Piggyback Registrationthis Agreement, provided that Registrable Securities with respect to which such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall request for registration has been received will be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of registered by the Company and (ii) offered to the liability of any Holder shall be limited as provided public in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No a registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) 2.1 on the same terms and prior conditions as those applicable to the effective date registration of shares of Common Stock to be sold by the Company and by any other Stockholder selling under such Piggyback Registration. [A Piggyback Registration shall not apply to any Equity Offering that is the initial Equity Offering of the registration statement filed in connection with such registration, Company unless the Company shall determine for any reason not securities of other selling security holders are to register such securities, the Company shall give notice to all of the Holders participating in be included therein.] Each such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities comply with the procedures set forth in connection with such registrationSection 2.3 hereof.

Right to Piggyback. Whenever If the Company Corporation proposes to register any of its securities file a registration statement under the Securities ActAct with respect to an offering of Common Stock by and for the account of the Corporation (other than a registration statement (i) on Form X-0, and Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), or any shareholder of the Corporation, then, each such time, the Corporation shall give prompt written notice of such filing not later than ten (10) days following the initial filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration form proposed to be used may be used to register statement the resale number of Registrable Securities as each such holder may request (each, a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company Corporation shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s receipt days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all effectiveness of the Holders participating 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 Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationStatement.

Right to Piggyback. Whenever During the period beginning on the effective date of the Merger Agreement through the second anniversary of the termination of the Private Placement, whenever the Company proposes to register any of its securities under the Securities Act, Act (other than a registration on Form S-4 or S-8 or any similar successor form) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities the Shares (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five twenty (520) Business Days following such Holder’s days after the Holders' receipt of the Company’s 's notice. All Holders proposing to distribute their securities through a Piggyback Registration ; provided, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and but 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 terminate or withdraw such securitiesregistration, the Company shall give written notice of such determination to all of the Holders participating in such Piggyback Registration and, thereupon, and the Company shall not be relieved of its obligation to register any such Registrable Securities pursuant to this Section 1 and (ii) if such registration involves an underwritten offering, the Holders must sell their Registrable Securities to the underwriters of such offering on the same terms and conditions as apply to the Company or other holders of Registrable Securities for whose account securities are to be sold, as the case may be. If a registration requested pursuant to this Section involves an underwritten public offering, the Holders may elect in writing, not later than three (3) days prior to the effectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for one (1) year following the effective date of the registration.

Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each the Holder for inclusion therein within five (5) Business Days following such the Holder’s receipt of the Company’s notice. All Holders proposing If the Holder proposes to distribute their its securities through a Piggyback Registration that involves an underwriter(s) ), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder choosing to participate in such Piggyback Registration shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, no Holder may request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2 2.2 shall relieve the Company of its obligations to effect a Demand Registration demand registration required by Section 12.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) 2.2 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders Holder (if participating in such Piggyback Registration Registration) and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Right to Piggyback. Whenever Common Shares of the Company proposes are to register any of its securities be registered under the Securities ActAct (other than pursuant to a Demand Registration and other than pursuant to a registration statement on Form F-4 or any similar form for the registration of Common Shares to be issued in connection with business combination transactions or similar transactions or Form S-8 or any similar form for the registration of Common Shares to be issued to benefit or incentive plans or arrangements, or successor forms) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities Shares (each, a “Piggyback Registration”), the Company shall will give prompt written notice (and in any event within three business days after its receipt of notice of any exercise of demand registration rights by holders of the Company’s securities other than the Registrable Shares and at least ten (10) Business Days 20 days prior to the anticipated filing date of the Registration Statement relating to such registrationany registration statement) to each Holder the Holders of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (510 days after the Company’s notice has been given, subject to Sections 3(b) Business Days following and 3(c) hereof. The Company will have the right to select the managing underwriters in any underwritten Piggyback Registration in which the Company is selling Common Shares. If a Holder desires to include such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares in a Piggyback Registration that involves is an underwriter(s) shall underwritten offering, such Holder shall, as a condition to including such Holder’s Registrable Shares, enter into an underwriting agreement in reasonable containing customary terms and conditions, including customary form with the underwriter(s) selected for such Piggyback Registration, representations and indemnities (provided that with respect to such underwriting agreement or indemnities shall not be given by any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf subsidiary of the Company where such subsidiary may not give such indemnity without being in breach of applicable law or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationminimum solvency or liquidity regulation).

Right to Piggyback. Whenever Commencing on the Company date on which the holders of Registrable Securities are first entitled to request the Demand Registration pursuant to paragraph 1(b) above, whenever BCI proposes to register any of shares of its securities Common Stock (other than shares of Common Stock underlying any option, warrant, or convertible debt or other security) under the Securities Act, Act (other than pursuant to the Demand Registration) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “"Piggyback Registration”"), the Company BCI shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date within five business days after its receipt of the Registration Statement relating to such registrationnotice of any exercise of demand registration rights other than under this Agreement) to each Holder all holders of Registrable Securities of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company BCI has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 15 days after the date of the Company’s its notice. All Holders proposing Notwithstanding anything herein to distribute their securities through a Piggyback Registration that involves an underwriter(s) the contrary, BCI shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect not be required to such underwriting agreement or effect any other documents reasonably required registration of Registrable Securities under such agreement, this paragraph 2: (i) no Holder shall incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to the filing of a registration statement for an offering to be required made on a delayed or continuous basis pursuant to make Rule 415 under the Securities Act or any representation similar rule that may be adopted by the SEC, or warranty with respect to or (ii) if the Piggyback Registration is a primary registration on behalf of the Company BCI (whether or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(anot underwritten) and prior to the effective date of the registration statement filed BCI determines in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register reasonable judgment that including any Registrable Securities in such registration will adversely effect such primary registration or BCI's objectives in connection with such registrationtherewith.

Right to Piggyback. Whenever Subject to the Company provisions of this Section 3, whenever Acquiror proposes to register any of its securities Acquiror Common Stock under the Securities Act, and the Act for its own account (other than a registration on Form S-4 or S-8 or any substitute or successor form proposed to be used that may be used to register adopted by the resale SEC) or for the account of Registrable Securities (eachany of the holders of Acquiror Common Stock, a “Piggyback Registration”), the Company shall Acquiror will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Stockholders of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration registration, on the same terms and conditions as apply to Acquiror's or such holder's Acquiror Common Stock, all Registrable Securities with respect to which Shares that the Company has received a written Stockholders request from each Holder for inclusion therein be included within five (5) Business Days following such Holder’s 15 days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through Acquiror's notice (a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such "Piggyback Registration"). Prior to the seventh anniversary of the date hereof, provided that with respect Acquiror is required to such underwriting agreement include Registrable Shares requested by the Stockholders in an unlimited number of Piggyback Registrations. On or after the seventh anniversary of the date hereof, Acquiror is only required to include Registrable Shares pursuant to this Section 3 in any Demand Registration requested by any other documents reasonably required under Stockholder. If Acquiror shall determine in its sole discretion not to register or to delay the registration of such agreementCommon Stock, Acquiror may, at its election, provide written notice of such determination to the Stockholders and (i) no Holder in the case of a determination not to effect a registration, shall thereupon be required to make any representation or warranty with respect to or on behalf relieved of the Company or any other stockholder of the Company obligation to register such Registrable Shares, and (ii) in the liability case of a determination to delay a registration, shall thereupon be permitted to delay registering any Holder shall be limited Registrable Shares for the same period as provided the delay in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date respect of the registration statement filed in connection with such registration, the Company shall determine securities of Acquiror being registered for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.Acquiror's own account. (b)

Right to Piggyback. Whenever If at any time after the Company date that is 15 months following the date of this Agreement the REIT proposes to register any 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 securities own account (other than (i) a registration statement (w) filed in connection with employee stock option or purchase plans, (x) relating to a transaction requiring registration pursuant to Rule 145 under the Securities Act, and (y) relating solely to a dividend or distribution reinvestment plan, or (z) on Form S-8 or any successor forms thereto (the registration form statements described in clauses (w), (x), (y) and (z) shall each be referred to as a “Special Registration Statement”) or (ii) an IPO Registration Statement) or for the account of any holder of securities other than a Holder, then the REIT shall give written notice of such proposed filing to the Holders at least 21 days before the anticipated filing date. Such notice shall describe the proposed registration, offering price (or reasonable range thereof), distribution arrangements and any other information that at the time would be appropriate to include in such notice, and offer the Holders the opportunity to include in such registration statement and in any offering to be used may be used conducted pursuant to register the resale such registration statement such amount of Registrable Securities Shares as they may request (each, a “Piggyback Registration”). Subject to Section 3(b), the Company REIT shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company REIT has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 21 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.

Right to Piggyback. Whenever Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account or for the account of one or more holders of securities, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein from a Holder within five ten (510) Business Days following days after such Holder’s receipt of the Company’s noticenotice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(sand may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw at least five (5) shall enter into an underwriting agreement in reasonable and customary form with days prior to the underwriter(s) selected for effectiveness of such Piggyback Registration, provided that with respect Registration Statement or prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf the pricing of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementapplicable offering. No registration effected under this Section 2 3 shall relieve the Company of its obligations to effect a Demand Registration required by any registration of the sale of Registrable Securities under Section 1. If at any time after giving notice of its intention to register any Company securities 2(a) and no registration effected pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, 3 shall be relieved of its obligation deemed to register any Registrable Securities in connection with such registrationhave been effected pursuant to Section 2(b).

Right to Piggyback. Whenever If at any time during the Registration Period the Company proposes to register any of its securities file a registration statement under the Securities ActAct with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment Underwritten Offering for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, and or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan 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 form proposed statement to be used may be used to register filed by the resale Company on behalf of Registrable Securities (each, a “Piggyback Registration”such holder), then the Company shall give prompt written notice (in any event of such proposed filing to the Holders at least ten (10) Business Days prior to 10 days before the anticipated filing date of such registration statement. Such notice shall offer the Registration Statement relating Holders the opportunity to register such registrationamount of Registrable Shares as they may request (a "PIGGYBACK REGISTRATION"). Subject to Section 3(b) to each Holder of its intention to effect such a registration and hereof, the Company shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 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 statement filed in connection expenses payable with such registration, respect to the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationShares so withdrawn.

Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act, and the registration form proposed other than pursuant to be used may be used to register the resale of Registrable Securities a Demand Registration under Section 3 (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date all holders of the Registration Statement relating to such registration) to each Holder Registrable Securities of its intention to effect such a registration not later than the earlier to occur of (i) the tenth day following receipt by the Company of notice of exercise of other demand registration rights or (ii) 45 days prior to the anticipated filing date. Subject to the provisions of Sections 4(c) and shall use its commercially reasonable efforts to (d), the Company will include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s ten business days after the receipt by the applicable holder of Registrable Securities of the Company’s 's notice. All Holders proposing The holders of Registrable Securities will be permitted to distribute their securities through withdraw all or any part of such holder's Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form at any time prior to the date such Piggyback Registration becomes effective with the underwriter(s) selected for such SEC. If a Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required Registration is an underwritten offering effected under such agreement, (i) no Holder shall Section 4(c), all Persons whose securities are included in the Piggyback Registration will be required obligated to make any representation or warranty with respect sell their securities on the same terms and conditions as apply to or on behalf of the securities being issued and sold by the Company or any other stockholder of the Company and (ii) Section 4(d), all Persons whose securities are included in the liability of any Holder shall Piggyback Registration will be limited obligated to sell their securities on the same terms and conditions as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior apply to the effective date of securities being sold by the registration statement filed in connection with such registration, Person or Persons who initiated the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationunder Section 4(d).

Right to Piggyback. Whenever If at any time when there are Registrable Securities then outstanding and there is not an effective Registration Statement covering all of the Registrable Securities, the Company proposes to register any shares of its equity securities under the Securities ActAct (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), relating to an offering for its own account or for the account of one or more stockholders of the Company, and even if there is such an effective Registration Statement covering all of the registration form proposed Registrable Securities, in the event that such offering for the Company’s own account or for the account of other stockholders of the Company is to be used may be used to register the resale of Registrable Securities underwritten (each, a “Piggyback Registration”), the Company shall give prompt written notice (but in any no event at least less than ten (10) Business Days prior to days before the anticipated filing date of the such registration statement or such prospectus supplement) (a “Piggyback Registration Statement relating Statement”) written notice to such registration) to each Holder all Holders of its intention to effect such a registration or filing, which notice shall (A) describe the amount and shall use its commercially reasonable efforts type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer to all Holders of Registrable Securities the opportunity to register all or any portion of the Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice from the Company. The Company shall, subject to Section 2(c), include in such registration or offering all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s after the receipt of the Company’s notice. All Holders proposing to distribute their securities through The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of in its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give sole discretion upon reasonable notice to all of the Holders any participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationHolders.

Right to Piggyback. Whenever If the Company proposes to register any shares ------------------ of its Class A Voting Common Stock (or securities convertible into or exchangeable for Class A Voting Common Stock) with the Commission under the Securities ActAct (other than a Registration on Form S-4 or Form S-8, or any successor forms), and the registration Registration form proposed to be used may be used to register for the resale Registration of the Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event a "Piggyback Notice") to all Stockholders, at least ten thirty (1030) Business Days days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration Registration, which notice will specify the proposed offering price (if determined at that time), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which requests have not been withdrawn) for inclusion therein within five twenty (520) Business Days following such Holder’s receipt of days after the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for last date such Piggyback Registration, provided that with respect Notice was deemed to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required have been given pursuant to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 112.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to register such securitiesor to delay Registration, the Company shall may, at its election, give written notice of such determination to all each holder of the Holders participating Registrable Securities that has requested inclusion of Registrable Securities in such Piggyback Registration and, thereuponand (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever Each time the Company proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act, and Act for sale to the registration form proposed to be used may be used to register public (whether for the resale account of Registrable Securities the Company or the account of any securityholder of the Company) (each, a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities (in any event at least ten (10) Business Days which notice shall be given not less than 10 days prior to the anticipated filing date of the Registration Statement relating Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of such Holder’s Registrable Securities in such registration statement on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registrationregistration statement, subject to the limitations contained in Section 2.3.2 hereof. Each Holder who desires to have such Holder’s Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within five days after the date of such notice from the Company. Any Holder shall have the right to each Holder withdraw such Xxxxxx’s request for inclusion of its intention such Xxxxxx’s Registrable Securities in any registration statement pursuant to effect this Section 2.3.1 by giving written notice to the Company of such a registration and withdrawal on or before the fifth day prior to the planned effective date of such Piggyback Registration. Subject to Section 2.3.2 below, the Company shall use its commercially reasonable efforts to include in such registration statement all such Registrable Securities with respect so requested to which be included therein; provided, however, that the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt may at any time, in its sole discretion and without the consent of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) Holders, delay, withdraw or cease proceeding with any such registration if it shall enter into an underwriting agreement in reasonable and customary form at the same time withdraw or cease proceeding with the underwriter(s) selected for such Piggyback Registration, provided that with respect registration of all other equity securities originally proposed to such underwriting agreement or any other documents reasonably required under such agreement, (i) be registered and will have no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed Holder in connection with such registrationtermination or withdrawal, except for the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register pay any Registrable Securities in connection with such registrationregistration expenses pursuant to Section 2.7.3.

Right to Piggyback. Whenever During the period beginning on the date of the issuance of the Note through the fifth (5th) year from the date of such issuance, whenever the Company proposes to register any of its securities under the Securities Act, Act (other than a registration on Form S-4 or S-8 or any similar successor form) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities the Shares (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five twenty (520) Business Days following such Holder’s days after the Holders' receipt of the Company’s 's notice. All Holders proposing to distribute their securities through a Piggyback Registration ; provided, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and but 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 terminate or withdraw such securitiesregistration, the Company shall give written notice of such determination to all of the Holders participating in such Piggyback Registration and, thereupon, and the Company shall not be relieved of its obligation to register any such Registrable Securities pursuant to this Section 1 and (ii) if such registration involves an underwritten offering, the Holders must sell their Registrable Securities to the underwriters of such offering on the same terms and conditions as apply to the Company or other holders of Registrable Securities for whose account securities are to be sold, as the case may be. If a registration requested pursuant to this Section involves an underwritten public offering, the Holders may elect in writing, not later than three (3) days prior to the effectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for the term of the Registrable Securities or until all of the Holders have exercised all of their Warrants, whichever occurs first.

Right to Piggyback. Whenever the Company proposes to register any of its securities in an underwritten offering under the Securities Act, whether for its own account or for the account of 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 proposed to be used may be used to register for the resale 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 (eachi) the tenth (10th) day following the Company's receipt of notice of exercise of other demand registration rights, a “Piggyback Registration”), the Company shall give prompt written notice or (in any event at least ten ii) forty-five (1045) Business Days days prior to the anticipated filing date date. Subject to the provisions of SECTION 4(C), the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to Company will include in such registration the Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following such Holder’s receipt days after the issuance of the Company’s 's notice. All Holders proposing Such Registrable Securities may be made subject to distribute their securities through an underwriters' over-allotment option, if so requested by the managing underwriter. The holders of Registrable Securities may withdraw all or any part of the Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(abefore ten (10) and business days prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration. In any Piggyback Registration, the Company shall determine for Company, the holders of Registrable Securities and any reason not Person who hereafter becomes entitled to register such securities, its securities in a registration initiated by the Company shall give notice to all must sell their securities on the same terms and conditions. A registration of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationpursuant to this SECTION 4 shall not be counted as a Demand Registration pursuant to SECTION 3.

Right to Piggyback. Whenever Provided that the Stockholder holds Registrable Securities at such time, whenever the Company proposes to register any of its securities Common Stock under the Securities ActAct (other than a registration statement on Form S-4 or S-8 or any successor forms to such forms), and whether or not for sale for its own account, the registration form Company will give prompt written notice of such proposed filing to be used may be used Stockholder at least thirty (30) days before the anticipated filing date. Such notice shall offer Stockholder the opportunity to register such amount of the resale of Registrable Securities as it shall request (each, a “Piggyback Registration”). Subject to Section 2(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following days after such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration notice has been received by Stockholder, provided, however, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registrationif, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities Common Stock pursuant to this Section 3(a2(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesCommon Stock, the Company shall give written notice to all of the Holders participating in such Piggyback Registration Stockholder and, thereupon, shall be relieved of its obligation obligations to register any Registrable Securities in connection with such registration. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Stockholder shall be permitted to withdraw all or part of the Shares from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration.

Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities ActAct (other than (i) pursuant to a Demand Registration, (ii) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission or any successor or similar forms or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date within three business days after its receipt of the Registration Statement relating to such registrationnotice of any exercise of demand registration rights other than under this Agreement) to each Holder all holders of Registrable Securities of its intention to effect such a registration Piggyback Registration and, subject to the terms of Section 3(c) and Section 3(d), shall use its commercially reasonable efforts to include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 20 days after delivery of the Company’s notice. All Holders proposing If the offering pursuant to distribute their securities through such registration is to be underwritten, subject to Section 8 hereof, then each Holder making a request for a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) shall, and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine make such arrangements with the managing underwriter or underwriters so that such Holder may, participate in such underwriter offering. If the offering pursuant to such registration is to be made on any other basis, then each Holder making a request for any reason not a Piggyback Registration pursuant to register such securitiesthis Section 3(a) shall, and the Company shall give notice to all of make such arrangements with the Holders participating managing underwriter or underwriters so that such Holder may, participate in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with offering on such registrationother basis.

Right to Piggyback. Whenever If, during the 30 months following the Closing Date, the Company proposes to register any of its securities under the Securities Actsecurities, other than a Special Registration (as defined below), and the registration form proposed to be used filed may be used to register for the resale registration or qualification for distribution of Registrable Securities (each, a “Piggyback Registration”)Securities, the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Purchasers of its intention to effect such a registration and shall use its commercially reasonable efforts (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.15(e), will include in such registration all Registrable Securities Warrant Shares, Dividend Shares and Redemption Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s receipt business days after the date of the Company’s noticenotice (a “Piggyback Registration”). All Holders proposing to distribute their securities through Any such person that has made such a written request may withdraw its Warrant Shares, Dividend Shares and/or Redemption Shares from such Piggyback Registration that involves an underwriter(sby giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) shall enter into an underwriting agreement in reasonable and customary form with business day prior to the underwriter(s) selected for planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 4.15(b) prior to the effectiveness of such registration, provided that with respect whether or not the Purchasers have elected to include Warrant Shares and/or Dividend Shares and Redemption Shares in such underwriting agreement or any other documents reasonably required under such agreement, registration. “Special Registration” means the registration of (i) no Holder shall equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor forms thereto) or (ii) shares of equity securities and/or options or other rights in respect thereof to be required offered to make any representation directors, members of management, employees, consultants, customers, lenders or warranty with respect to or on behalf vendors of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed direct or indirect Subsidiaries or in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationdividend reinvestment plans.

Right to Piggyback. Whenever the Company If Ultra proposes to register any of its securities Ultra Common Stock (whether or not in combination with any other equity or debt security or otherwise and whether or not in connection with a Shelf Registration) under the Securities ActAct (other than in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company Ultra shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Sponsor of its intention to effect such a registration and registration. Each such notice shall use its commercially reasonable efforts specify the approximate number of shares (or dollar amount) of Ultra Common Stock to be registered. Subject to Section 4.2, if Registrable Securities in the aggregate equal two percent or more of the outstanding shares of Ultra Common Stock, Ultra will include in such registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company Ultra has received a written request from each Holder Sponsor for inclusion therein within five (5) Business Days following 10 days after the delivery of such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, ; provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required Sponsor, if it participates in such offering, must sell its Registrable Securities to make any representation the underwriter or warranty underwriters selected by Ultra in connection with respect such offering on the same applicable terms and conditions as apply to or on behalf of the Company or any other stockholder of the Company Ultra and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice to Sponsor of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with effect such registration, the Company Ultra shall determine for any reason not to register such securitiesany of its Ultra Common Stock under the Securities Act, the Company Ultra shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, Sponsor and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration and, except for the obligation to pay expenses pursuant to Section 5.2 Ultra shall have no liability to Sponsor in connection with such termination or withdrawal. Ultra shall have the right to select the underwriter or underwriters to administer any underwritten offering in connection with such registration and related offering. Sponsor shall have the right to withdraw its request for inclusion in such offering by giving written notice to Ultra up to and including the time of pricing of such offering.

Right to Piggyback. Whenever Subject to the last sentence of this subsection (1), whenever the Company proposes to register any shares of its Common Stock (or securities convertible into or exchangeable for, or options, warrants or other rights to acquire, Common Stock) with the Securities and Exchange Commission (the "Commission") under the Securities Act, Act (other than (A) registrations on Form S-4 or Form S-8 and (B) the registration of the Recapitalization Shares (as hereinafter defined) pursuant to subsection (c) below) and the registration form proposed to be used may be used to register for the resale registration of the Registrable Securities (each, as defined in subsection (k) below) (a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event to all Stockholders, at least ten thirty-five (1035) Business Days days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration registration, which notice will specify the proposed offering price, the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such registration notice, and will, subject to subsection (a)(2) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following such Holder’s receipt business days after the effectiveness of the Company’s 's notice. All Holders proposing Except as may otherwise be provided in this Agreement, Registrable Securities with respect to distribute their securities through which such request for registration has been timely received will be registered by the Company and offered to the public in a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) 4 on terms and prior conditions at least as favorable as those applicable to the effective date registration of the registration statement filed in connection with such registration, shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) to be sold by the Company shall determine for and by any reason not to register such securities, the Company shall give notice to all of the Holders participating in other person selling under such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.

Right to Piggyback. Whenever If at any time the Company proposes to register any of its securities file a registration statement under the Securities ActAct with respect to an offering of any class of Shares (other than a registration statement (i) on Form X-0, and X-0 or any successor form thereto or (ii) filed solely in connection with an offering made solely to employees of the registration form Company), whether or not for its own account, then the Company will give written notice of such proposed filing to be used may be used to register the resale holders of Registrable Securities (eachpromptly, a “Piggyback Registration”), the Company shall give prompt written notice (but in any event at least ten (10) Business Days prior to 15 calendar days before the anticipated filing date date. Such notice will offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a "Piggyback Registration"). Subject to Section 4(b) hereof, the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to Company will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt therein. The holders of Registrable Securities will be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration. If the registration statement filed Company offers any securities for its own account in connection with such registrationany Piggyback Registration, the Company shall determine will be responsible for any reason not all Registration Expenses related to register such securities, Piggyback Registration. If the Company does not offer any securities for its own account in a Piggyback Registration, all Registration Expenses shall give notice to be borne pro rata among all holders of the Holders participating Registrable Securities whose Shares are being registered in such Piggyback Registration and, thereupon, shall be relieved based on the number of its obligation to register any Registrable Securities in connection with such registrationincluded therein.

Right to Piggyback. Whenever Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form X-0, X-0, X-0 or F-4 or pursuant to a Lender Registration), whether for its own account or for the account of one or more holders of securities, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein from a Holder within five ten (510) Business Days following days after such Holder’s receipt of the Company’s noticenotice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(sand may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw at least five (5) shall enter into an underwriting agreement in reasonable and customary form with days prior to the underwriter(s) selected for effectiveness of such Piggyback Registration, provided that with respect Registration Statement or prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf the pricing of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementapplicable offering. No registration effected under this Section 2 3 shall relieve the Company of its obligations to effect a Demand Registration required by any registration of the sale of Registrable Securities under Section 1. If at any time after giving notice of its intention to register any Company securities 2(a) and no registration effected pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, 3 shall be relieved of its obligation deemed to register any Registrable Securities in connection with such registrationhave been effected pursuant to Section 2(b).

Right to Piggyback. Whenever the Company proposes to register any shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with a Public Offering solely for cash (whether for its securities under own account (a “Company Registration”) or for the Securities Actaccount of any other Person (other than the Shareholders) possessing contractual demand registration rights (a “Shareholder Registration”)), other than pursuant to a Demand Registration or a Special Registration, and the registration form proposed to be used filed may be used to register for the resale registration or qualification for distribution of Registrable Securities (each, a “Piggyback Registration”)Securities, the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Shareholders of its intention to effect such a registration and shall use its commercially reasonable efforts and, subject to Section 4.2(c), will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt after the date of the Company’s noticenotice (a “Piggyback Registration”) (it being understood and agreed that, for the avoidance of doubt, a Shareholder’s election to include its Registrable Securities in such registration and/or sell its Registrable Securities in such related offering may be conditioned on the pricing achieved in the contemplated registration or offering). All Holders proposing Subject to distribute their securities through the foregoing, a Shareholder may withdraw its Registrable Securities from such Piggyback Registration that involves an underwriter(sby giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) shall enter into an underwriting agreement in reasonable and customary form with Business Day prior to the underwriter(s) selected for planned pricing date of such Piggyback Registration, provided that with respect to such underwriting agreement . The Company may terminate or withdraw any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 4.2 prior to the effective date pricing of such registration, whether or not the registration statement filed Shareholders have elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 4.4, the Company will have no liability to the Shareholders in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationtermination or withdrawal.

Right to Piggyback. Whenever For so long as a Holder holds any Registrable Securities, in the event the Registration Statement covering all Registrable Securities is not effective, whenever the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form S-8, Form F-8, Form S-4 or Form F-4), whether for its own account or for the account of one or more holders of securities, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and, subject to Sections 3.2 and 3.3, shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein from a Holder within five ten (510) Business Days following days after such Holder’s receipt of the Company’s noticenotice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(sand may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw at least five (5) shall enter into an underwriting agreement in reasonable and customary form with days prior to the underwriter(s) selected for effectiveness of such Piggyback Registration, provided that with respect Registration Statement or prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf the pricing of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementapplicable offering. No registration effected under this Section 2 3 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice registration of its intention to register any Company securities the sale of Registrable Securities under Article II and no registration effected pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, 3 shall be relieved of its obligation deemed to register any Registrable Securities in connection with such registrationhave been effected pursuant to Section 2.2.

Right to Piggyback. Whenever From and after the date which is 12 months from the date of this Agreement, whenever the Company proposes to register any of its equity securities under the Securities ActAct (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (such as a Registration Statement on Form S4), or a registration effected in connection with an acquisition), and the form of registration form proposed statement to be used may be used to register for the resale registration of Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration"Notice") to each Holder all Investors of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein therein, subject to the provisions of Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing and delivered to the Company within five (5) Business Days following such Holder’s 20 days after the Investor's receipt of the Company’s noticeNotice and shall specify the number of Registrable Securities intended to be disposed of and the intended method of distribution thereof. All Holders proposing Any holder shall have the right to distribute their securities through a Piggyback withdraw its request for inclusion of its Registrable Securities in any Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect Statement pursuant to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve 2.1 by giving written notice to the Company of its obligations request to effect withdraw. The Company may withdraw a Demand Piggyback Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the time it becomes effective. The Company is not required to include in a registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationwhich the holder is not then entitled to offer to sell whether by contractual restriction or by law.

Right to Piggyback. Whenever If at any time while any Registrable Securities are outstanding the Company proposes and OPCO propose to register file a Registration Statement with respect to an Underwritten Offering of Paired Shares solely for cash (other than a Registration Statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) 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 its securities under Paired Shares, (iv) in connection with an offering solely to employees of the Company and OPCO or their affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, and or (vi) a shelf registration on Form S-3 or any successor form for a primary offering of securities by the registration form proposed to be used may be used to register the resale of Registrable Securities (eachCompany and/or OPCO), a “Piggyback Registration”)whether or not for their own account, the Company and OPCO shall give prompt to Holders holding Unpaired Shares and Registrable Securities written notice (in any event of such proposed filing at least ten (10) Business Days prior business days before filing. The notice referred to in the anticipated filing date preceding sentence shall offer Holders the opportunity to register such amount of the Registration Statement relating to such registration) to Registrable Securities as each Holder of its intention may request (a "Piggyback Registration"). Subject to effect such a registration Section 4(b) hereof, the Company and shall use its commercially reasonable efforts to OPCO will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has and OPCO have received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt therein. The Holders will be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.

Right to Piggyback. Whenever If at any time during the Registration Period the Company proposes to register any of its securities file a registration statement under the Securities ActAct 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 S-8 or any successor forms thereto, and or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan 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 form proposed statement to be used may be used 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 effective date. Such notice shall offer the Holders the opportunity to register the resale such amount of Registrable Securities Shares as they may request (each, a “Piggyback Registration”"PIGGYBACK REGISTRATION"). Subject to Section 3(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration; PROVIDED 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 statement filed in connection expenses payable with such registration, respect to the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationShares so withdrawn.

Right to Piggyback. Whenever If the Company proposes to register any of its securities file a registration statement under the Securities Act of 1933, as amended (the “Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (each, a “Piggyback Registration”), with respect to an offering of Common Stock whether or not for sale for its own account, other than a registration statement (a) on Form X-0, Xxxx X-0 or any successor forms thereto, (b) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (c) relating solely to the offer and sale of debt securities (such registration statement, including the Prospectus (as defined below), amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, the “Registration Statement”), then the Company shall give prompt written notice (in any event at least of such filing no later than ten (10) Business Days days prior to the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement relating the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Sections 1.2 and 4.1 hereof and the delivery by any such registration) holder to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts the Company all required documentation necessary to include such Registrable Securities of each such holder in the Registration Statement, the Company shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request requests from each Holder the holders thereof for inclusion therein (each a “Piggyback Request”) within five ten (510) Business Days following such Holder’s receipt days after delivery of the Company’s noticePiggyback Notice. All For purposes of this Agreement, “Registrable Securities” means, as of any date of determination, the shares of Common Stock issued to the Holders proposing pursuant to distribute their the Purchase Agreement, and any other securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that issued or issuable with respect to, in exchange for, or in replacement of any such Common Stock by way of stock split, stock dividend, distribution, recapitalization, reclassification, merger, consolidation, or similar event or otherwise. As to any particular Registrable Securities, once issued, such underwriting agreement or any other documents reasonably required under such agreement, securities shall cease to be Registrable Securities when (i) no Holder shall be required such Registrable Securities are sold pursuant to make any representation or warranty with respect to or on behalf of an effective Registration Statement under the Company or any other stockholder of the Company and Securities Act, (ii) the liability of any Holder such Registrable Securities shall have ceased to be limited as provided in Section 6(b) hereof and outstanding or (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under such Registrable Securities have been sold in a private transaction in which the terms of such underwriting agreement. No registration effected transferor’s rights under this Section 2 shall relieve Agreement are not assigned to the Company transferee of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company the securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration5.6 hereof.

Right to Piggyback. Whenever Following the effective date of the shelf ------------------ registration statement, if the Company proposes to register any of its securities file a registration statement under the Securities ActAct with respect to a firm commitment underwritten public offering of common stock, and other than a registration statement (1) on Form S-4, Form S-8 or any successor forms or (2) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, whether or not for its own account, then the registration form Company shall give written notice of such proposed filing to be used the holders of registrable securities at least fifteen days before the anticipated filing date, the "piggyback notice". The piggyback notice shall offer such holder the opportunity to include in such underwritten offering such amount of registrable securities as such holder may be used to register the resale of Registrable Securities (eachrequest, a “Piggyback Registration”)"piggyback underwritten offering." Subject to section 3(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration piggyback underwritten offering all Registrable Securities registrable securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt ten days after notice has been given to the applicable holder, which request shall specify the intended method of distribution. The holders of registrable securities shall be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their registrable securities through from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If piggyback underwritten offering at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationpiggyback underwritten offering.

Right to Piggyback. Whenever If at any time the Company proposes to register any of its securities under file a Registration Statement, whether or not for sale for the Securities ActCompany's own account, on a form and the in a manner that would also permit registration form proposed to be used may be used to register the resale of Registrable Securities (each, a “Piggyback Registration”)Securities, the Company shall give prompt to Xoom, written notice (in any event of such proposed filing at least ten fifteen (1015) Business Days prior days before the anticipated filing. The notice referred to in the preceding sentence shall offer Xoom the opportunity to register such amount of Registrable Securities as Xoom may request (a "Piggyback Registration"). If the registration of which the Company gives notice is for an Underwritten Offering, the right of Xoom to registration pursuant to this Section 2 shall be conditioned upon Xoom's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the anticipated filing date of extent provided herein. If Xoom elects to participate in such Underwritten Offering, Xoom shall (together with the Registration Statement relating Company and other selling shareholders) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Subject to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to Section 2(b), the Company will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt therein. Xoom will be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration. Unless otherwise provided herein, the Company will not be obligated to effect any registration of Registrable Securities under this Section 2 as a result of the registration statement filed of any of its securities solely in connection with such registrationmergers, the Company shall determine for any reason not acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to register such securitiescurrent holders of Common Stock, the Company shall give notice to all of the Holders participating in such Piggyback rights offerings or option or other employee benefit plans. 4 Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.Rights Agreement 3

Right to Piggyback. Whenever Whenever, at any time following the Closing that the Investor holds a Qualifying Ownership Interest, the Company proposes to register any of its securities under the Securities Actsecurities, other than a registration pursuant to Section 1.1(a) or a Special Registration (as defined below), and the registration form proposed to be used filed may be used to register for the resale registration or qualification for distribution of Registrable Securities (each, a “Piggyback Registration”)Securities, the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Investor of its intention to effect such a registration and shall use its commercially reasonable efforts (but in no event less than 10 business days prior to the anticipated filing date) and, subject to Section 1.2(d), will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder by the Investor for inclusion therein within five (5) Business Days following such Holder’s receipt ten business days after the date of the Company’s notice's notice (a "Piggyback Registration"). All Holders proposing to distribute their securities through In the event the Investor has made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable by giving written notice to the Company and customary form with the underwriter(s) selected for managing underwriter, if any, on or before the fifth business day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 1.2(a) prior to the effectiveness of such registration, provided that with respect whether or not the Investor has elected to include Registrable Securities in such underwriting agreement or any other documents reasonably required under such agreement, registration. "Special Registration" means the registration of (i) no Holder shall equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be required offered to make any representation directors, members of management, employees, consultants, customers, lenders or warranty with respect to or on behalf vendors of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed Subsidiaries or in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationdividend reinvestment plans.

Right to Piggyback. Whenever If the Company proposes to register any shares of its Common Stock (or securities convertible into or exchangeable for Common Stock) with the Commission under the Securities ActAct (other than a Registration on Form S-4 or Form S-8, or any successor forms), and the registration Registration form proposed to be used may be used to register for the resale Registration of the Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event a "Piggyback Notice") to all Stockholders, at least ten thirty (1030) Business Days days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration Registration, which notice will specify the proposed offering price (if determined at that time), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which requests have not been withdrawn) for inclusion therein within five twenty (520) Business Days following such Holder’s receipt of days after the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for last date such Piggyback Registration, provided that with respect Notice was deemed to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required have been given pursuant to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 112.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to register such securitiesor to delay Registration, the Company shall may, at its election, give written notice of such determination to all each holder of the Holders participating Registrable Securities that has requested inclusion of Registrable Securities in such Piggyback Registration and, thereuponand (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever If at any time during the Registration Period the Company proposes to register any of its securities file a registration statement under the Securities ActAct 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 7 8 statement (i) on Form S-4 or S-8 or any successor forms thereto, and or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan 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 form proposed statement to be used may be used 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 effective date. Such notice shall offer the Holders the opportunity to register the resale such amount of Registrable Securities Shares as they may request (each, a “"Piggyback Registration”"). Subject to Section 3(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 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 statement filed in connection expenses payable with such registration, respect to the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationShares so withdrawn.

Right to Piggyback. Whenever In the event that the Company does not then have an effective Registration Statement available for the sale of the Registrable Securities on Form S-3, the Registrable Securities may not be freely sold pursuant to Rule 144 promulgated under the Securities Act without limitation on volume or manner of sale limitations (subject to requirements under Rule 144 that the Company has filed all required applicable reports under the Exchange Act), and the Company proposes to register Common Stock (other than (i) in connection with registrations on Form S-4 or Form S-8 promulgated by the Commission or any successor forms, (ii) a registration relating solely to employment benefit plans, or (iii) in connection with a registration the primary purpose of its securities under the Securities Act, which is to register debt securities) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date all holders of the Registration Statement relating to such registration) to each Holder Registrable Securities of its intention to effect such a registration Piggyback Registration and, subject to the terms of Sections 4(c) and Section 4(d) hereof, shall use its commercially reasonable efforts to include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s receipt after the delivery of the Company’s notice. All Holders proposing ; provided that, notwithstanding anything in this Agreement to distribute their securities through a Piggyback Registration the contrary, no person (including any Holders) will have piggyback registration rights on any overnight block trade effected by Warburg Pincus; provided further that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected any such other holder may withdraw its request for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If inclusion at any time after giving notice of its intention prior to register any Company securities pursuant to this Section 3(a) and executing the underwriting agreement or, if none, prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback applicable Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationStatement becoming effective.

Right to Piggyback. Whenever the Company proposes to register any of its securities Common Stock under the Securities ActAct (other than (1) a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto, or (2) a universal shelf registration statement on Form S-3 or any similar successor form thereto; provided, that the Shelf Registration Statement is effective at the time any such universal shelf registration statement or any amendment or supplement thereto, or any prospectus thereunder, is filed), whether for its own account or for the account of one or more stockholders of the Company, and the registration form proposed to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (but in any no event at least less than ten (10) Business Days prior to calendar days before the anticipated filing date of the Registration Statement relating such registration statement) written notice to such registration) to each Holder all Holders of Registrable Securities of its intention to effect such a registration registration, which notice shall (A) describe the amount and shall use its commercially reasonable efforts type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer to all Holders of Registrable Securities the opportunity to register the same of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice from the Company. The Company shall, subject to Sections 2(d)(ii) and 2(d)(iii), include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s after the receipt of the Company’s notice. All Holders proposing to distribute their securities through The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of in its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give sole discretion upon reasonable notice to all of the Holders any participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationHolders.

Right to Piggyback. Whenever Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form S-0, X-0, X-0 or F-4 or pursuant to a Lender Registration), whether for its own account or for the account of one or more holders of securities, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein from a Holder within five ten (510) Business Days following days after such Holder’s receipt of the Company’s noticenotice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(sand may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw at least five (5) shall enter into an underwriting agreement in reasonable and customary form with days prior to the underwriter(s) selected for effectiveness of such Piggyback Registration, provided that with respect Registration Statement or prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf the pricing of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementapplicable offering. No registration effected under this Section 2 3 shall relieve the Company of its obligations to effect a Demand Registration required by any registration of the sale of Registrable Securities under Section 1. If at any time after giving notice of its intention to register any Company securities 2(a) and no registration effected pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, 3 shall be relieved of its obligation deemed to register any Registrable Securities in connection with such registrationhave been effected pursuant to Section 2(b).

Right to Piggyback. Whenever If the Company proposes to register any of its securities file a ------------------ Registration Statement under the Securities ActAct with respect to a firm commitment underwritten public offering of Common Stock (other than a Registration Statement (i) on Form X-0, and Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for its own account, then the registration form Company shall give written notice of such proposed filing to be used may be used to register the resale Holders of Registrable Securities at least fifteen (each, 15) days before the anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer such Holders the opportunity to include in such Underwritten Offering such amount of Registrable Securities as each such Holder may request (a “"Piggyback Registration”Underwritten Offering"). Subject to Section 3(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Underwritten Offering all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s receipt days after notice has been given to the applicable Holder (which request shall specify the intended method of distribution). The Holders of Registrable Securities shall be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If Underwritten Offering at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationUnderwritten Offering.

Right to Piggyback. Whenever If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes to register or sell any of its securities under the Securities Act, including pursuant to any shelf registration statement (other than (i) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (ii) a registration relating solely to employment benefit plans, (iii) in connection with a registration the primary purpose of which is to register debt securities, or (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), whether or not for its own account, and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a Piggyback Registration reasonably in advance of (and in any event event, at least ten (10) Business Days prior to before) the anticipated filing date of such registration statement and, subject to the Registration Statement relating to such registrationterms of Sections 3(c) to each Holder of its intention to effect such a registration and 3(d) hereof, shall use its commercially reasonable efforts to include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt after the delivery of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, ; provided that with respect to any such underwriting agreement other holder may withdraw all or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company part of its obligations to effect a Demand Registration required by Section 1. If request for inclusion at any time after giving notice of its intention prior to register any Company securities pursuant to this Section 3(a) and executing the underwriting agreement or, if none, prior to the effective date of the applicable registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationbecoming effective.

Right to Piggyback. Whenever If at any time the Company proposes to register any of its securities file ------------------ a registration statement under the Securities ActAct with respect to a public offering of Common Stock pursuant to a firm commitment underwritten offering (i) for the account of any persons holding Common Stock (other than Holders) or (ii) solely for cash for its own account (other than a registration statement (x) on Form S-8 or any successor forms thereto, and or (y) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the registration form Company or its Affiliates), then the Company shall give written notice of such proposed filing to be used may be used the Holders at least 15 business days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register the resale such amount of Registrable Securities as they may request (each, a “"Piggyback Registration”"). Subject to Section 3(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such ten days after notice has been given to the Holder’s receipt . The Holder shall be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 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 statement filed in connection expenses payable with such registration, respect to the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationso withdrawn.

Right to Piggyback. Whenever At any time after the expiration of the Lock-up Period, if the Company proposes to register any of its common equity securities under the Securities ActAct (other than a registration statement on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), whether for its own account or for the account of one or more stockholders of the Company, and the registration form proposed to be used may be used to register the resale for any registration of Released Registrable Securities Shares (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10within 10 days after its receipt of notice of any exercise of other demand registration rights) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Subscriber of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Released Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s 15 days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreementthat, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company Selling Expenses and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date proportion part of the registration statement filed in connection with such registrationand filing fees, printing expenses (if required), fees of counsel and independent public accountants incurred by the Company shall determine for any reason not to register such securities, in complying with the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, provided hereunder shall be relieved borne by the Subscriber. “Registrable Shares” means all the Class A Ordinary Shares beneficially owned by the Subscriber or any of its obligation Affiliates from time to register time (including, without limitation, any and all Class A Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such Class A Ordinary Shares); provided, however, that Registrable Shares shall not include any securities that are or became tradeable without restriction as to volume pursuant to Securities in connection with such registrationAct Rule 144 or that are sold by a Person either pursuant to a Registration Statement or Rule 144.

Right to Piggyback. Whenever If the Company proposes to register any ------------------ shares of its Common Stock (or securities convertible into or exchangeable for Common Stock) with the Commission under the Securities ActAct (other than a Registration on Form S-4 or Form S-8, or any successor forms), and the registration Registration form proposed to be used may be used to register for the resale Registration of the Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event a ---------------------- "Piggyback Notice") to all Stockholders, at least ten thirty (1030) Business Days days prior to the ---------------- anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration Registration, which notice will specify the proposed offering price (if determined at that time), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such registration Piggyback ---------------- Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which requests have not been withdrawn) for inclusion therein within five twenty (520) Business Days following such Holder’s receipt of days after the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for last date such Piggyback Registration, provided that with respect Notice was deemed to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required have been given pursuant to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement12.1. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. ------------ If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to register such securitiesor to delay Registration, the Company shall may, at its election, give written notice of such determination to all each holder of the Holders participating Registrable Securities that has requested inclusion of Registrable Securities in such Piggyback Registration and, thereuponand (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever If at any time after the earlier of (i) expiration of the Lock-Up Period, (ii) the occurrence of a Change of Control or (iii) receipt of a notice from the Company of the execution by the Company of a definitive agreement with a Person which will result in a Change of Control, the Company proposes to register any of its securities file a Registration Statement under the Securities ActAct with respect to an offering of any class of equity securities (other than a registration statement (i) on Form S-4, and X-0 xx any successor form thereto or (ii) filed solely in connection with an offering made solely pursuant to employee benefit plans of the registration form proposed to be used may be used to register the resale Company or in connection with an acquisition of Registrable Securities (each, a “Piggyback Registration”any Person), whether or not for its own account, then the Company shall will give prompt written notice (of the proposed filing to the Purchasers as soon as practicable but in any event at least ten (10) Business Days prior to 30 calendar days before the anticipated filing date of such Registration Statement, which such notice will offer to Purchasers the Registration Statement relating opportunity to register such registration) amount of Registrable Securities as each Purchaser may request (a "Piggyback Registration"). Subject to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to Section 4(b), the Company will include in such registration each Piggyback Registration all Registrable Securities with respect to which the Company has received a from any Purchaser written request from each Holder requests for inclusion therein in that Piggyback Registration within five (5) Business Days following such Holder’s receipt 15 days of the Company’s giving of such notice. All Holders proposing Purchasers will be permitted to distribute their securities through withdraw all or part of the Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed Piggyback Registration. The Company may at any time terminate a Piggyback Registration in connection with such registrationits sole discretion without liability, provided that the Company shall determine for any reason not offering to register such securities, the Company shall give notice to all of the Holders participating in which such Piggyback Registration and, thereupon, relates shall be relieved of terminated in its obligation to register any Registrable Securities in connection with such registrationentirety.

Right to Piggyback. Whenever Commencing on the 91st day after the Effective Date and ending on the second anniversary of the Effective Date, each time during such period that the Company proposes to register any of its securities Common Stock under the Securities Act, Act for sale pursuant to an underwritten public offering for cash (whether for the account of the Company or the account of any securityholder of the Company other than under Section 2(b)) and the form of registration form proposed statement to be used may be used to register permits the resale registration of Registrable Securities (eachwithout limitation, a “Piggyback Registration”Forms S-4 and S-8 and successor forms thereto shall be deemed not to permit such registration), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to Stockholder (which the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder notice shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Stockholder the opportunity to include any or all of such Registrable Securities of such Stockholder in such registration statement, subject to the limitations contained in Section 2(c)(ii) (a "Piggyback Registration"). Each Stockholder that desires to have its Registrable Securities included in such registration statement filed shall so advise the Company in connection with writing (stating the number of shares of Common Stock desired to be registered) within 20 days after the date of receipt of such registrationnotice from the Company. Any Stockholder shall have the right to withdraw such Stockholder's request for inclusion of such Stockholder's Registrable Securities in any registration statement pursuant to this Section 2(c) by giving written notice to the Company of such withdrawal not later than five days prior to the effective date of the Company's registration statement. Subject to Section 2(c)(ii) below, the Company shall determine for any reason not include in such registration statement all such Registrable Securities so requested to register such securitiesbe included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall give notice at the same time withdraw or cease proceeding with the registration of all the Common Stock originally proposed to all be registered. Notwithstanding anything to the contrary set forth in this Agreement, no Stockholder may participate in a registration under this Section 2(c) unless, at the time thereof, (1) such Stockholder owns at least 5% of the Holders participating then-outstanding shares of Common Stock or (2) certifies in writing to the Company that such Piggyback Registration and, thereupon, shall Stockholder may be relieved deemed to be an affiliate of its obligation to register any Registrable the Company under the Securities in connection with such registrationAct.

Right to Piggyback. Whenever Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account or for the account of one or more holders of securities, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein from a Holder within five ten (510) Business Days following days after such Holder’s receipt of the Company’s noticenotice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(sand may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw at least five (5) shall enter into an underwriting agreement in reasonable and customary form with days prior to the underwriter(s) selected for effectiveness of such Piggyback Registration, provided that with respect Registration Statement or prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf the pricing of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementapplicable offering. No registration effected under this Section 2 3 shall relieve the Company of its obligations to effect a Demand Registration required by any registration of the sale of Registrable Securities under Section 1. If at any time after giving notice of its intention to register any Company securities 2(a) and no registration effected pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, 3 shall be relieved of its obligation deemed to register any Registrable Securities in connection with such registration.have been effected pursuant to Section 2(b). ​

Right to Piggyback. Whenever If the Company proposes to register any of its securities file a registration statement under the Securities Act, and the registration form proposed Act with respect to be used may be used to register the resale an offering of Registrable Securities Securities, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (eachother than a registration statement (i) on Form F-4, a “Piggyback Registration”)Form F-8 or any successor forms thereto or (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or with respect to an issuance of shares by the Company to the extent required to comply with immediate legal or regulatory requirements or to meet the Optimal Regulatory Capital, then the Company shall give prompt written notice (in any event at least ten (10) Business Days of such filing no later than five business days prior to the anticipated filing date (the "Piggyback Notice") to all of the Registration Statement relating to holders of Registrable Securities. The Piggyback Notice shall offer such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (each, a "Piggyback Registration"). Subject to Section 4.07(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein (each a "Piggyback Request") within five (5) Business Days following such Holder’s receipt 10 business days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Company’s notice. All Holders proposing to distribute their securities through Registration Statement for a Piggyback Registration that involves an underwriter(sbeyond the earlier to occur of (x) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time 180 days after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date thereof and (y) consummation of the registration statement filed in connection with such registration, distribution by the Company shall determine for any reason not to register such securities, the Company shall give notice to all holders of the Holders participating Registrable Securities included in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationStatement.

Right to Piggyback. Whenever If at any time during the Registration ------------------ Period the Company proposes to register any of its securities file a registration statement under the Securities ActAct 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, and or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan 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 form proposed statement to be used may be used 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 effective date. Such notice shall offer the Holders the opportunity to register the resale such amount of Registrable Securities Shares as they may request (each, a “"Piggyback Registration”"). ---------------------- Subject to Section 2(b) hereof, the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 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 statement filed in connection expenses payable with such registration, respect to the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationShares so withdrawn.

Right to Piggyback. Whenever Following the IPO, whenever the Company proposes to register any of its securities under the Securities ActAct (other than (i) pursuant to a Demand Registration, or (ii) in connection with registrations on Form F-4 or S-8 promulgated by the SEC or any successor or similar forms, if applicable) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder all Holders who hold Registrable Securities of its intention to effect such a registration and Piggyback Registration and, subject to the terms of Section 3(c), shall use its commercially reasonable efforts to include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting or offering of Shares to be made pursuant to the related registration statement) all Registrable Securities with respect to which the Company has received a written request from each Holder requests by the relevant Holder(s) for inclusion therein within five (5fifteen days after the receipt by such Xxxxxx(s) Business Days following such Holder’s receipt of the Company’s noticenotice (a “Piggyback Request”). All Holders proposing The Company shall use its best efforts to distribute their securities through a effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register pursuant to any Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with Request, to the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be extent required to make any representation or warranty with respect to or on behalf permit the disposition of the Company or any other stockholder Registrable Securities so requested to be registered. There is no limitation on the number of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities Piggyback Requests pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, paragraph that the Company shall determine for any reason not is required to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationeffect.

Right to Piggyback. Whenever If at any time during the Registration Period the Company proposes to register any of its securities file a registration statement under the Securities ActAct 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, and 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 or the securities into which the Registrable Securities then are convertible (to the extent that the Company has the right to include Registrable Shares in any registration form proposed statement to be used may be used 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 the resale such amount of Registrable Securities Shares as they may request (each, a “"Piggyback Registration”"). Subject to Section 3(b), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 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 statement filed in connection expenses payable with such registration, respect to the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationShares so withdrawn.

Right to Piggyback. Whenever Subject to the Company last sentence of this CLAUSE (A), whenever Holdings proposes to register any shares of its Common Stock (or securities exercisable or exchangeable for or convertible into, or options to acquire, Common Stock) with the Commission under the Securities Act, Act and the registration form proposed to be used may be used to register for the resale registration of the Registrable Securities (each, a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall Holdings will give prompt written notice (in any event to the Purchasers, at least ten (10) Business Days 10 days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration registration, which notice will specify the proposed offering price, the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such registration notice, and will, subject to CLAUSE (B) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company Holdings has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 5 days after the effectiveness of Holding's notice; PROVIDED, that if the proceeds of the Company’s noticeoffering are to be used by Holdings or Intermediate Holdings to redeem all of the Asset Bridge Notes, Holdings will not be required to include any Registrable Securities in such Piggyback Registration. All Holders proposing Except as may otherwise be provided in this Agreement, Registrable Securities with respect to distribute their securities through which such request for registration has been received will be registered by Holdings and offered to the public in a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) 3 on the terms and prior conditions at least as favorable as those applicable to the effective date registration of the registration statement filed in connection with such registration, the Company shall determine for shares of Common Stock to be sold by Holdings and by any reason not to register such securities, the Company shall give notice to all of the Holders participating in other Person selling under such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.

Right to Piggyback. Whenever Following the consummation of the Merger Agreement, whenever the Company proposes to register any of its securities under the Securities ActAct (other than (i) pursuant to a Demand Registration, (ii) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission or any successor or similar forms or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) within three Business Days prior to the anticipated filing date after its receipt of notice of any request for registration on behalf of holders of the Registration Statement relating to such registrationCompany’s securities (other than by the Holders) to each Holder all Holders of its intention to effect such a registration Piggyback Registration and, subject to the terms of Section 3(c) and Section 3(d), shall use its commercially reasonable efforts to include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 20 days after delivery of the Company’s notice. All Holders proposing to distribute their securities through a A Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall not be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect considered a Demand Registration required by or a Shelf Offering Request for purposes of Section 1. If 2; provided, that at any time after giving notice of its intention to register any Company securities in which the Shelf Registration Statement pursuant to this Section 3(a2(c)(i) and prior to the effective date of the registration statement filed in connection with such registrationis effective, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, Section 3 shall be relieved inapplicable in respect of its obligation to register any Registrable Securities in connection with such registrationprimary Registration of offering thereunder of securities by the Company.”

Right to Piggyback. Whenever In the Company proposes event that a Holder is not permitted to register any of its securities effect sales under the Securities Act, and Shelf Registration Statement under Section 3.2(b)(x)(iii) hereof or the registration form proposed Holders are not permitted to be used may be used effect Demand Offering due to register the resale of Registrable Securities (each, a “Piggyback Registration”Section 3.4(a)(i), Holders shall become entitled to the rights of this Section 3.6. The Company shall give prompt written notice will promptly (but in any event at least ten (10within 30 days) Business Days prior give written notice to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and shall use its commercially reasonable efforts a description of any underwriting agreement to be entered into with respect thereto and will include in such registration all Shelf Registrable Securities or Demand Offering Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s 15 days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through 's notice (a "Piggyback Registration Request"); provided, however, that involves an underwriter(s) the Company shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall not be required to include Shelf Registrable Securities or Demand Offering Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such inclusion would make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms use of such underwriting agreementform unavailable. No registration effected under this Section 2 In the event that any Piggyback Registration shall relieve the Company be, in whole or in part, an underwritten public offering of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registrationCommon Stock, the Company Holders shall determine for any reason not to register agree that such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Demand Offering Securities or Shelf Registrable Securities are to be included in connection with the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration.

Right to Piggyback. Whenever If the Company proposes to register file any of its securities ------------------ registration statement under the Securities Act for purposes of an Offering of securities of the Company (including, but not limited to, registration statements relating to secondary Offerings of securities of the Company, but excluding Registration Statements relating to employee benefit plans or other compensatory arrangements or with respect to corporate reorganizations, or other transactions under Rule 145 of the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities ) (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts (each, a "Piggyback Notice") and, subject to the terms hereof, the Company will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s receipt days after the date of delivery of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration Notice; provided, however, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registrationif, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and shares and, prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register any such securitiesshares, the Company may, at its election, give written notice of such determination to the Holders requesting inclusion therein, and thereupon, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its any obligation to register any Registrable Securities in connection with such terminated registration. If the Piggyback Registration is an underwritten Offering on behalf of the Company, then the Company shall not be required to include any Registrable Securities of a Holder in such Offering unless such Holder enters into a customary form of underwriting agreement in form and substance reasonably satisfactory to the underwriters and the Company.

Right to Piggyback. Whenever If at any time the Company proposes to register any of its securities under file a Registration Statement, whether or not for sale for the Securities ActCompany's own account, on a form and the in a manner that would also permit registration form proposed to be used may be used to register the resale of Registrable Securities (each, other than in connection with a “Piggyback Registration”registration statement on Forms S-4 or S-8 or any similar or successor form), the Company shall give prompt to Holders holding Registrable Securities, written notice of such proposed filing at least twenty (20) days before the anticipated filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a "PIGGYBACK REGISTRATION"). Subject to Section 4(b), the Company will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any event at least ten (10underwriting involved therein) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following such Holder’s receipt days after the written notice from the Company is given. The Holders will be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration. Notwithstanding the foregoing, the Company will not be obligated to effect any registration of Registrable Securities under this Section 4 as a result of the registration statement filed of any of its securities solely in connection with such registrationmergers, the Company shall determine for any reason not acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to register such securities, the Company shall give notice to all current holders of the Holders participating in such Piggyback Registration andCommon Stock, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationrights offerings or option or other employee benefit plans.

Right to Piggyback. Whenever the Company proposes to register any of its securities Common Stock under the Securities ActAct for its own account or for the account of any holder of the Common Stock (other than pursuant to a Demand Registration, and other than pursuant to a registration statement on Form S-8 or S-4 or any successor form or form for similar registration purposes or in connection with a registration the registration form proposed to be used may be used primary purpose of which is to register the resale of Registrable Securities debt securities, i.e., in connection with a so-called “equity kicker”) (each, a “Piggyback Registration”), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder all Holders of its intention to effect such a registration and of such Holders’ rights under this Section 3(a). Upon the written request of any Holder, the Company shall use its commercially reasonable efforts to include in such registration (subject to the provisions of this Agreement) all Registrable Securities requested to be registered pursuant to this Section 3(a), subject to Section 3(b) or 3(c), below, as applicable, with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s 20 days after the receipt of the Company’s notice. All Holders proposing ; provided, that any such other Holder may withdraw its request for inclusion at any time prior to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an executing the underwriting agreement in reasonable and customary form with or, if none, prior to the underwriter(s) selected for such Piggyback Registrationapplicable registration statement becoming effective. Notwithstanding the foregoing, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder Registrable Securities shall be required to make any representation or warranty with respect to or on behalf included in the Initial Public Offering without the prior written consent of the Company or any other stockholder holders of a majority of the Company and (ii) BRS Registrable Securities. In the liability event the holders of any Holder a majority of the BRS Registrable Securities consent to the inclusion of Registrable Securities in the Initial Public Offering, then the Holders shall be limited entitled to include securities in such registration as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration3.

Right to Piggyback. Whenever If the Company proposes to register any shares of its Class A Voting Common Stock (or securities convertible into or exchangeable for Class A Voting Common Stock) with the Commission under the Securities ActAct (other than a Registration on Form S-4 or Form S-8, or any successor forms), and the registration Registration form proposed to be used may be used to register for the resale Registration of the Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event a "Piggyback Notice") to all Stockholders, at least ten thirty (1030) Business Days days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration Registration, which notice will specify the proposed offering price (if determined at that time), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered and/or offered, and the distribution arrangements, and will, subject to Section 5(b)(ii), include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which requests have not been withdrawn) for inclusion therein within five twenty (520) Business Days following such Holder’s receipt of days after the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for last date such Piggyback Registration, provided that with respect Notice was deemed to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required have been given pursuant to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 112.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to register such securitiesor to delay Registration, the Company shall may, at its election, give written notice of such determination to all each holder of the Holders participating Registrable Securities that has requested inclusion of Registrable Securities in such Piggyback Registration and, thereuponand (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever If at any time during the Registration Period the Company proposes to register any of its securities file a registration statement under the Securities ActAct 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 (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan and a registration permitted under Rule 462 of the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and the registration form proposed to be used may be used to register the resale of Registrable Securities (each, a “Piggyback Registration”declared effective), the Company shall give prompt written notice (in any event of such proposed filing to the Holders at least ten (10) Business Days prior to 15 days before the anticipated filing date effective 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 Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and Company shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares of such Holder from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, Registration. Each Holder shall be relieved of its obligation entitled to register any Registrable Securities in connection with such registrationtwo Piggyback Registrations pursuant to this Section 3.

Right to Piggyback. Whenever the Company proposes to register any of its securities Class A Shares under the Securities ActAct for its own account or for the account of any holder of Class A Shares (other than (i) pursuant to a Demand Registration, and in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration form proposed to be used may be used statement on Form S-8 or S-4 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2 hereof or (v) in connection with the resale issuance by the Company of Registrable Securities Class A Shares in the Ladder IPO (eachincluding, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))) (a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date all applicable holders of the Registration Statement relating to such registration) to each Holder Registrable Shares of its intention to effect such a registration and of such holders’ rights under this Section 4(a). Upon the written request of any holder of Registrable Shares receiving such notice (which request must specify the Registrable Shares intended to be disposed of by such holder and the intended method of disposition thereof), the Company shall use its commercially reasonable efforts to include in such registration (subject to the provisions of this Agreement) all Registrable Securities Shares requested to be registered pursuant to this Section 4(a), subject to Sections 4(b) and 4(c) below, with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s 20 days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, ; provided that with respect to any such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of holder may withdraw its obligations to effect a Demand Registration required by Section 1. If request for inclusion at any time after giving notice of its intention prior to register any Company securities pursuant to this Section 3(a) and executing the underwriting agreement or, if none, prior to the effective date of the applicable registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationbecoming effective.

Right to Piggyback. Whenever the Company proposes to register any of its securities Common Stock (other than pursuant to a registration under the Securities Act, Act on Form S-4 or S-8 or any successor forms) and the registration form proposed or prospectus to be used filed may be used to register for the resale registration for distribution of Registrable Securities (each, a “Piggyback Registration”), whether or not for sale for its own account, the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder all Holders of its intention to effect such a registration or file such prospectus and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s 30 days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration notice by all Holders; provided, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesproceed with the proposed registration, the Company shall may, at its election, give written notice of such determination to all of the Holders participating in such Piggyback Registration and, thereupon, and thereupon shall be relieved of its any obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), and (i) if such registration involves an underwritten offering by the Company, all Holders requesting to have Registrable Securities included in the Company's registration must sell their Registrable Securities to such underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. Any Holder that has given such a written request may withdraw its Registrable Securities from the related 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 the related Piggyback Registration.

Right to Piggyback. Whenever Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form S-0, X-0, X-0 or F-4), whether for its own account or for the account of one or more holders of securities, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein from a Holder within five ten (510) Business Days following days after such Holder’s receipt of the Company’s noticenotice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(sand may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw at least five (5) shall enter into an underwriting agreement in reasonable and customary form with days prior to the underwriter(s) selected for effectiveness of such Piggyback Registration, provided that with respect Registration Statement or prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf the pricing of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementapplicable offering. No registration effected under this Section 2 3 shall relieve the Company of its obligations to effect a Demand Registration required by any registration of the sale of Registrable Securities under Section 1. If at any time after giving notice of its intention to register any Company securities 2(a) and no registration effected pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, 3 shall be relieved of its obligation deemed to register any Registrable Securities in connection with such registrationhave been effected pursuant to Section 2(b).

Right to Piggyback. Whenever During the period beginning on the effective date of the Securities Purchase Agreement through the fifth (5th) anniversary thereof, whenever the Company proposes to register any of its securities under the Securities Act, Act (other than a registration on Form S-4 or S-8 or any similar successor form) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities the Shares (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five twenty (520) Business Days following such days after the Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration ; provided, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and but 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 terminate, withdraw or reduce the number of shares to be included in such securitiesregistration, the Company shall give written notice of such determination to all of the Holders participating in such Piggyback Registration and, thereupon, Holder and the Company shall not be relieved of its Piggyback Registration obligation to register any such Registrable Securities pursuant to this Section 1 and (ii) if such registration involves an underwritten offering, the Holder must sell its Registrable Securities to the underwriters of such offering on the same terms and conditions as apply to the Company or other Holder of Registrable Securities for whose account securities are to be sold, as the case may be. If a registration requested pursuant to this Section involves an underwritten public offering, the Holder may elect in writing, not later than three (3) days prior to the effectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for one (1) year following the effective date of the registration. The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement.

Right to Piggyback. Whenever At any time after the date hereof, whenever the Company proposes to register any voting ordinary shares, par value $1.00 per share, of the Company (“Common Shares”) (other than the Mandatory Shelf Registration Statement or a registration on Form S-4 or a registration relating solely to employee benefit plans), whether for its securities under own account or for the Securities Actaccount of one or more securityholders of the Company, and the registration form proposed to be used filed may be used to register for the resale registration or qualification for distribution of Registrable Securities (each, a “Piggyback Registration”)Securities, the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date Shareholders (but, in the case of a registration pursuant to Section 2(a) by the Registration Statement relating to such registration) to each Holder Requesting Shareholder, excluding the Requesting Shareholder), of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein within five fifteen (515) Business Days following such Holder’s receipt days after the date of the Company’s noticenotice (a “Piggyback Registration”). All Holders proposing to distribute their securities through Once a Shareholder has made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration that involves an underwriter(sby giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) shall enter into an underwriting agreement in reasonable and customary form with day prior to the underwriter(s) selected for anticipated effective date of such Piggyback Registration, provided that with respect to such underwriting agreement . The Company may terminate or withdraw any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company registration initiated by it and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under covered by this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 3 prior to the effective date effectiveness of such registration, whether or not a Shareholder has elected to include Registrable Securities in such registration, and except for the registration statement filed obligation to pay Registration Expenses pursuant to Section 3(c) the Company will have no liability to any Shareholder in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such termination or withdrawal. A Piggyback Registration and, thereupon, shall not be relieved considered a Demand Registration for purposes of its obligation to register any Registrable Securities in connection with such registrationSection 2 of this Agreement.

Right to Piggyback. Whenever If at any time the Company proposes to register any of its securities under file a Registration Statement, whether or not for sale for the Securities ActCompany's own account, on a form and the in a manner that would also permit registration form proposed to be used may be used to register the resale of Registrable Securities (eachother than in connection with a registration statement on Forms S-4 or S-8 or any similar or successor form) the Company shall give to Holders holding Registrable Securities, written notice of such proposed filing promptly, but in any case at least twenty (20) days before the anticipated filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a “"Piggyback Registration”"). Subject to Section 3(b), the Company shall give prompt written notice will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any event at least ten (10underwriting involved therein) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five twenty (520) Business Days following such Holder’s receipt days after the written notice from the Company is given. The Holders will be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration. Notwithstanding the foregoing, the Company will not be obligated to effect any registration of Registrable Securities under this Section 3 as a result of the registration statement filed of any of its securities solely in connection with such registrationmergers, the Company shall determine for any reason not acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to register such securities, the Company shall give notice to all current holders of the Common Stock, rights offerings or option or other employee benefit plans. The Company hereby agrees to file such a Registration Statement within ninety (90) days of the date hereof so that the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation able to register any Registrable Securities in connection with such registrationparticipate pursuant to this Section 3.

Right to Piggyback. Whenever If the Company proposes to register any shares of its ------------------ Class A Voting Common Stock (or securities convertible into or exchangeable for Class A Voting Common Stock) with the Commission under the Securities ActAct (other than a Registration on Form S-4 or Form S-8, or any successor forms), and the registration Registration form proposed to be used may be used to register for the resale Registration of the Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event a "Piggyback Notice") to all Stockholders, at least ten thirty (1030) Business Days days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration Registration, which notice will specify the proposed offering price (if determined at that time), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered and/or offered, and the distribution arrangements, and will, subject to Section 5(b)(ii), include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which requests have not been withdrawn) for inclusion therein within five twenty (520) Business Days following such Holder’s receipt of days after the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for last date such Piggyback Registration, provided that with respect Notice was deemed to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required have been given pursuant to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 112.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to register such securitiesor to delay Registration, the Company shall may, at its election, give written notice of such determination to all each holder of the Holders participating Registrable Securities that has requested inclusion of Registrable Securities in such Piggyback Registration and, thereuponand (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever With respect to any Units or Shares issued to ------------------ NWI Group subsequent to March 31, 1998, if the Company at any time proposes to register any of its Common Stock or other securities under the Securities ActAct for sale to the public, and whether for its own account or for the account of other shareholders or both (except with respect to registration statements on Form S- 8 or another form proposed not available for registering the Piggyback Registrable Shares for sale to be used may be used to register the resale of Registrable Securities public) (each, a “"Piggyback Registration”"), the Company shall give prompt written notice will promptly (but in any event at least ten (10within 30 days) Business Days prior give written notice to the anticipated filing date of the Registration Statement relating to such registration) to each Holder NWI Group of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Piggyback Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s 15 days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through 's notice (a "Piggyback Registration Request"); provided, however, that involves -------- ------- the Company shall not be required to include Piggyback Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such inclusion would make the use of such form unavailable. In the event that any Piggyback Registration shall be, in whole or in part, an underwriter(s) underwritten public offering of Common Stock, any Piggyback Registration Request by NWI Group shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided specify that with respect to such underwriting agreement or any other documents reasonably required under such agreement, either (i) no Holder shall such Piggyback Registrable Securities are to be required to make any representation included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities are to be sold in connection with such registrationthe open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances.

Right to Piggyback. Whenever prior to the Termination Date the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form S-8 or F-4), whether for its own account or for the account of one or more holders of Shares (other than the Investor), and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities Shares (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Investor of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities Shares with respect to which the Company has received a written request from each Holder for inclusion therein from the Investor within five (5) Business Days following such Holder10 days after the Investor’s receipt of the Company’s noticenotice (provided that only Registrable Shares of the same class or classes as the Shares being registered may be included). All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with may abandon, terminate and/or withdraw such registration for any reason at any time prior to the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of pricing thereof. If the Company or any other stockholder of Person other than the Investor proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form F-3 under the Securities Act, such offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Registration, respectively. Notwithstanding the foregoing, if the Company elects in the Qualified Offering only to issue Class B Shares listed on the Spanish Stock Exchanges and (ii) not also ADSs listed on the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesNYSE, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected Company’s obligations under this Section 2 3 shall relieve be deemed satisfied by the Company filing with the CNMV of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to Folleto Informativo under the effective date of the registration statement filed Spanish Securities Laws in connection with such registration, an OPV of Registrable Shares concurrently with an OPS by the Company shall determine or in an OPV for any reason not to register such securities, the Company shall give notice to all account of one or more holders of Shares (other than the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationInvestor).

Right to Piggyback. Whenever During the period beginning on the effective date of the Merger Agreement through the second anniversary of the termination of the Private Placement, whenever the Company proposes to register any of its securities under the Securities Act, Act (other than a registration on Form S-4 or S-8 or any similar successor form) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities the Shares (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company QBPHX\2082275.5 40 has received a written request from each Holder requests for inclusion therein within five twenty (520) Business Days following such Holder’s days after the Holders' receipt of the Company’s 's notice. All Holders proposing to distribute their securities through a Piggyback Registration ; provided, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and but 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 terminate or withdraw such securitiesregistration, the Company shall give written notice of such determination to all of the Holders participating in such Piggyback Registration and, thereupon, and the Company shall not be relieved of its obligation to register any such Registrable Securities pursuant to this Section 1 and (ii) if such registration involves an underwritten offering, the Holders must sell their Registrable Securities to the underwriters of such offering on the same terms and conditions as apply to the Company or other holders of Registrable Securities for whose account securities are to be sold, as the case may be. If a registration requested pursuant to this Section involves an underwritten public offering, the Holders may elect in writing, not later than three (3) days prior to the effectiveness of the registration statement filed in connection with such registration, not to sell the Registrable Securities in connection with such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company will keep the registration statement filed under this Agreement continuously effective for one (1) year following the effective date of the registration.

Right to Piggyback. Whenever If at any time the Company proposes to register any of its securities file a Registration Statement under the Securities ActAct 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) filed pursuant to a Demand Registration, and the (ii) filed solely in connection with employee stock option or purchase plans, (iii) pursuant to a registration statement on Form S-4 or any successor form, or (iv) pursuant to a registration form proposed which does not include substantially the same information as would be required to be used may included in a registration statement covering the sale of Registrable Shares) 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 used filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Stockholder at least 10 days before the anticipated filing date. Such notice shall offer the Stockholder the opportunity to register the resale such amount of Registrable Securities Shares as the Stockholder may request (each, a “Piggyback Registration”). Subject to Section 3(b), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities Shares with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt 5 days after notice has been given to the Stockholder. The Stockholder shall be permitted to withdraw all or any portion of the Company’s notice. All Holders proposing to distribute their securities through Registrable Shares from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the registration statement filed in connection filing of the Registration Statement with respect to such registrationPiggyback Registration, the Company Stockholder shall determine for any reason not to register such securities, reimburse the Company shall give notice to all for the portion of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation expenses payable with respect to register any the Registrable Securities in connection with such registrationShares so withdrawn.

Right to Piggyback. Whenever Each time prior to the fifth anniversary of this Agreement that the Company proposes to register any of its securities Common Stock (other than pursuant to an Excluded Registration) under the Securities Act, Act for sale to the public (whether for the account of the Company or the account of any securityholder of the Company) and the form of registration form proposed statement to be used may be used to register permits the resale registration of Registrable Securities (each, a “Piggyback Registration”)Shares, the Company shall give prompt written notice to each Holder of Registrable Shares (which notice shall be given not less than fifteen (15) days prior to the date of the initial filing with the SEC of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Shares in such registration statement (an “Incidental Registration”), subject to the limitations contained in Section 2.3(b) hereof. Each Holder who desires to have its or his Registrable Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within twenty (20) days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any event at least ten registration statement pursuant to this Section 2.3(a) by giving written notice to the Company of such withdrawal on or before five (105) Business Days prior to the anticipated filing effective date of such registration statement. Subject to Section 2.3(b) below, the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and Company shall use its commercially reasonable efforts to include in such registration statement all such Registrable Securities with respect Shares so requested to which be included therein; provided, however, that the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If may at any time after giving notice withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of its intention all other equity securities originally proposed to register any Company securities pursuant to this Section 3(a) and prior to the effective date of be registered. If the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback an Incidental Registration andis to cover an underwritten offering, thereupon, such Registrable Shares shall be relieved of its obligation to register any Registrable Securities included in connection with such registrationthe underwriting on the same terms and conditions as the securities otherwise being sold through the underwritten offering.

Right to Piggyback. Whenever If the Company Corporation proposes to register any of its securities file a registration statement under the Securities ActAct with respect to an offering of Common Stock by and for the account of the Corporation (other than a registration statement (i) on Form X-0, and Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), or any shareholder of the Corporation, then, each such time, the Corporation shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration form proposed to be used may be used to register statement the resale number of Registrable Securities as each such holder may request (each, a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company Corporation shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company Corporation has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s receipt days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all effectiveness of the Holders participating 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 Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationStatement.

Right to Piggyback. Whenever If at any time while any Registrable ------------------ SecuritiesSecurities are outstanding the Company proposes and OPCO propose to register file a Registration Statement with respect to an Underwritten Offering of Paired Shares solely for cash (other than a Registration Statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) 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 its securities under Paired Shares, (iv) in connection with an offering solely to employees of the Company and OPCO or their affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, and or (vi) a shelf registration on Form S-3 or any successor form for a primary offering of securities by the registration form proposed to be used may be used to register the resale of Registrable Securities (eachCompany and/or OPCO), a “Piggyback Registration”)whether or not for their own account, the Company and OPCO shall give prompt to Holders holding Unpaired Shares and Registrable Securities written notice (in any event of such proposed filing at least ten (10) Business Days prior business days before filing. The notice referred to in the anticipated filing date preceding sentence shall offer Holders the opportunity to register such amount of the Registration Statement relating to such registration) to Registrable Securities as each Holder of its intention may request (a "Piggyback Registration"). Subject to effect such a registration Section 4(b) hereof, the Company and shall use its commercially reasonable efforts to OPCO will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has and OPCO have received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt therein. The Holders will be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.

Right to Piggyback. Whenever If the Company proposes to register any of its securities file a registration statement under the Securities ActAct with respect to an offering of Registrable Securities, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form F-4, Form F-8 or any successor forms thereto or (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan or with respect to an issuance of shares by the registration form proposed Company to the extent required to comply with immediate legal or regulatory requirements or to meet the Optimal Regulatory Capital, then the Company shall give prompt written notice of such filing no later than five business days prior to the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be used may be used to register included) in such registration statement the resale number of Registrable Securities as each such holder may request (each, a “Piggyback Registration”). Subject to Section 4.07(b), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein (each a “Piggyback Request”) within five (5) Business Days following such Holder’s receipt 10 business days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Company’s notice. All Holders proposing to distribute their securities through Registration Statement for a Piggyback Registration that involves an underwriter(sbeyond the earlier to occur of (x) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time 180 days after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date thereof and (y) consummation of the registration statement filed in connection with such registration, distribution by the Company shall determine for any reason not to register such securities, the Company shall give notice to all holders of the Holders participating Registrable Securities included in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationStatement.

Right to Piggyback. Whenever after an IPO the Company proposes to register any of its securities under the Securities Act, Act (other than pursuant to (i) a Demand Registration or (ii) a registration on Form S-8 or S-4 or any successor form solely of shares that have been issued pursuant to the Company's employee benefit plans) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date all holders of the Registration Statement relating to such registration) to each Holder Registrable Securities of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which shall specify the number of Registrable Securities intended to be disposed of by such holder) for inclusion therein within five twenty (520) Business Days following such Holder’s days after the receipt of the Company’s 's notice. All Holders proposing to distribute their securities through a Piggyback Registration ; provided, that (A) if such registration involves an underwriter(s) shall enter into an underwriting agreement underwritten offering to the public, all holders of Registrable Securities requesting to be included in reasonable and customary form with the underwriter(s) Company's registration must sell their Registrable Securities to the underwriters selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of by the Company or any other stockholder of on the Company same terms and conditions as apply to the Company, and (iiB) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesif, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(aparagraph 2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all holders of the Holders participating in such Piggyback Registration Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of holders under Section 1.

Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to any registration effected pursuant to Form S-0, X-0 or any successor forms and other than a registration relating solely to the sale of securities to participants in a Company plan, a registration relating to a reorganization of the Company or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, or a registration in which the only securities being registered are common stock issuable upon conversion of debt securities that are also being registered) and the registration form proposed to be used may be used to register for the resale registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date all holders of the Registration Statement relating to such registration) to each Holder Registrable Securities of its intention to effect such a registration and shall use its commercially reasonable efforts shall, subject to Sections 2(c) and 2(d) below, include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s 20 days after the receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, ; provided that with respect the holders of a majority of Investor Registrable Securities may provide by written notice to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder that no holder of Registrable Securities (including, without limitation, Investor Registrable Securities) will have the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations right to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating include Registrable Securities in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register (in which case the Company need not give such notice or include any such Registrable Securities in connection with such registrationPiggyback Registration).

Right to Piggyback. Whenever From and after the date which is 12 months from the date of this Agreement, whenever the Company proposes to register any of its equity securities under the Securities ActAct (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S-8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (such as a Registration Statement on Form S-4), or a registration effected in connection with an acquisition), and the form of registration form proposed statement to be used may be used to register for the resale registration of Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration"Notice") to each Holder all Investors of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein therein, subject to the provisions of Section 2.3 and 2.4 hereof. Such requests for inclusion shall be in writing and delivered to the Company within five (5) Business Days following such Holder’s 20 days after the Investor's receipt of the Company’s noticeNotice and shall specify the number of Registrable Securities intended to be disposed of and the intended method of distribution thereof. All Holders proposing Any holder shall have the right to distribute their securities through a Piggyback withdraw its request for inclusion of its Registrable Securities in any Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect Statement pursuant to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve 2.1 by giving written notice to the Company of its obligations request to effect withdraw. The Company may withdraw a Demand Piggyback Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the time it becomes effective. The Company is not required to include in a registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationwhich the holder is not then entitled to offer to sell whether by contractual restriction or by law.

Right to Piggyback. Whenever Each time the Company proposes to register any class of its securities under common stock (other than pursuant to Section 2.1 or pursuant to an Excluded Registration) for sale to the Securities Act, and public (whether for the registration form proposed to be used may be used to register account of the resale Company or the account of Registrable Securities any security holder of the Company) (each, a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Shares not less than fifteen (in any event at least ten (1015) Business Days days prior to the anticipated filing date of the Registration Statement relating Company’s registration statement. Such notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its Registrable Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within fifteen (15) days after the receipt of such notice from the Company. In the event the registration statement is not declared effective within ninety (90) days following the initial filing of such registration statement, unless a road show for an underwritten offering pursuant to such registrationregistration statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders of Registrable Shares giving them another opportunity to elect to include Registrable Shares in the pending registration statement. Each Holder receiving such new written notice shall have the same rights afforded above. Subject to Section 2.2(b) to each Holder of its intention to effect such a registration and below, the Company shall use its commercially reasonable efforts to include in such registration statement all such Registrable Securities with respect Shares so requested to which be included therein; provided that the Company has received a may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered and shall provide each Requesting Holder with prompt written request from each notice of such withdrawal or cessation; provided, further that any Holder for inclusion therein within five (5) Business Days following shall have the right to withdraw such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected request for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms inclusion of such underwriting agreement. No Holder’s Registrable Shares in any registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities statement pursuant to this Section 3(a2.2(a) and by giving written notice to the Company of such withdrawal at least fifteen (15) days prior to the effective date of the such registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationbecoming effective.

Right to Piggyback. Whenever From and after the date which is 12 months from the date of this Agreement, whenever the Company proposes to register any of its equity securities under the Securities ActAct (other than a registration effected in connection with a Company stock option or other employee benefit plan (such as a Registration Statement on Form S-8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (such as a Registration Statement on Form S-4), or a registration effected in connection with an acquisition), and the form of registration form proposed statement to be used may be used to register for the resale registration of Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10the "Notice") Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Investor of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein therein, subject to the provisions of Section 1.3 and 1.4 hereof. Such requests for inclusion shall be in writing and delivered to the Company within five (5) Business Days following such Holder’s business days after the Investor's receipt of the Company’s noticeNotice and shall specify the number of Registrable Securities intended to be disposed of and the intended method of distribution thereof. All Holders proposing Any holder shall have the right to distribute their securities through a Piggyback withdraw its request for inclusion of its Registrable Securities in any Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect Statement pursuant to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve 1.1 by giving written notice to the Company of its obligations request to effect withdraw. The Company may withdraw a Demand Piggyback Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the time it becomes effective. The Company is not required to include in a registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with which the holder would not be entitled to offer to sell under such registrationregistration whether by contractual restriction or by law.

Right to Piggyback. Whenever If the Company proposes to register file any of its securities ------------------ registration statement under the Securities Act for purposes of an Offering of securities of the Company (including, but not limited to, registration statements relating to secondary Offerings of securities of the Company, but excluding Registration Statements relating to employee benefit plans or other compensatory arrangements or with respect to corporate reorganizations, or other transactions under Rule 145 of the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities ) (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date Holders of the Registration Statement relating to such registration) to each Holder of its Company's intention to effect such a registration and shall use its commercially reasonable efforts (each, a "Piggyback Notice") and, subject to the terms hereof, the Company will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five ten (510) Business Days following such Holder’s receipt days after the date of delivery of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration Notice; provided, however, that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registrationif, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after ----------------- giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and shares and, prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register any such securitiesshares, the Company may, at its election, give written notice of such determination to the Holders requesting inclusion therein, and thereupon, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its any obligation to register any Registrable Securities in connection with such terminated registration. If the Piggyback Registration is an underwritten Offering on behalf of the Company, then the Company shall not be required to include any Registrable Securities of the Holders in such Offering unless the Holders enter into a customary form of underwriting agreement in form and substance reasonably satisfactory to the underwriters and the Company.

Right to Piggyback. Whenever At any time after the date hereof, whenever the Company proposes to register Class A Common Stock, $0.01 par value, of the Company (“Common Shares”) (other than pursuant to (i) registrations on Form S-8 or any similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, (ii) registrations on Form S-4 or any similar form(s) solely for registration of securities in connection with a business combination, (iii) a Demand Registration pursuant to Section 2 or (iv) a Mandatory Shelf Registration Statement), whether for its securities under own account or for the Securities Actaccount of one or more securityholders of the Company, and the registration form proposed to be used filed may be used to register for the resale registration or qualification for distribution of Registrable Securities (each, a “Piggyback Registration”)Securities, the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Shareholder of its intention to effect such a registration and shall use its commercially reasonable efforts to will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt 15 days after the date of the Company’s noticenotice (a “Piggyback Registration”). All Holders proposing to distribute their securities through Once the Shareholder has made such a written request, it may withdraw its Registrable Securities from such Piggyback Registration that involves an underwriter(sby giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) shall enter into an underwriting agreement in reasonable and customary form with day prior to the underwriter(s) selected for anticipated effective date of such Piggyback Registration, provided that with respect to such underwriting agreement . The Company may terminate or withdraw any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company registration initiated by it and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under covered by this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 3 prior to the effective date effectiveness of such registration, whether or not the registration statement filed Shareholder has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 3(c) the Company will have no liability to the Shareholder in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such termination or withdrawal. A Piggyback Registration and, thereupon, shall not be relieved considered a Demand Registration for purposes of its obligation to register any Registrable Securities in connection with such registrationSection 2 of this Agreement.

Right to Piggyback. Whenever prior to the applicable Termination Date the Company proposes (i) to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account or for the account of one or more holders of Shares, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities Shares or (each, ii) to sell Shares that have already been registered “off the shelf” by means of a prospectus supplement (a “Shelf Takedown”) (each a “Piggyback RegistrationEvent”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Investors of its intention to effect such a registration and/or Shelf Takedown and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement and/or Shelf Takedown all Registrable Securities Shares with respect to which the Company has received a written request from each Holder for inclusion therein from any Investor within five (5) Business Days following 20 days after such HolderInvestor’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, notice (provided that only Registrable Shares of the same class or classes as the Shares being registered and/or taken-down may be included). The Company shall have no obligation to proceed with respect any Piggyback Event and may abandon, terminate and/or withdraw such registration and/or Shelf Takedown for any reason at any time prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the pricing thereof. If the Company or any other stockholder of Person other than the Company and (ii) Investors proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the liability of any Holder Securities Act, such offering shall be limited treated as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnairesa primary or secondary underwritten offering pursuant to a Piggyback Event. Notwithstanding the foregoing, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected no Investor will have any rights under this Section 2 shall relieve the Company 3 in respect of its obligations an underwritten Shelf Takedown that has been requested by another Investor, and any such underwritten Shelf Takedown will be subject to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a4(c) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationhereof.

Right to Piggyback. Whenever Prior to the Termination Date, in the event the Shelf Registration Statement is not effective, whenever the Company proposes to register any of its securities Shares under the Securities ActAct (other than on a registration statement on Form X-0, X-0, X-0 or F-4), whether for its own account or for the account of one or more holders of securities, and the form of registration form proposed statement to be used may be used to register the resale for any registration of Registrable Securities (each, a “Piggyback Registration”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Holders of its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shall use its commercially reasonable efforts to include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein from a Holder within five ten (510) Business Days following days after such Holder’s receipt of the Company’s noticenotice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances. All Holders proposing The Company shall have no obligation to distribute their securities through a proceed with any Piggyback Registration that involves an underwriter(sand may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to the Company of such request to withdraw at least five (5) shall enter into an underwriting agreement in reasonable and customary form with days prior to the underwriter(s) selected for effectiveness of such Piggyback Registration, provided that with respect Registration Statement or prior to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf the pricing of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementapplicable offering. No registration effected under this Section 2 3 shall relieve the Company of its obligations to effect a Demand Registration required by any registration of the sale of Registrable Securities under Section 1. If at any time after giving notice of its intention to register any Company securities 2(a) and no registration effected pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, 3 shall be relieved of its obligation deemed to register any Registrable Securities in connection with such registrationhave been effected pursuant to Section 2(b).

Right to Piggyback. Whenever If the Company proposes to register any shares of its Class A Voting Common Stock (or securities convertible into or exchangeable for Class A Voting Common Stock) with the Commission under the Securities ActAct (other than a Registration on Form S-4 or Form S-8, or any successor forms), and the registration Registration form proposed to be used may be used to register for the resale Registration of the Registrable Securities (each, a “"Piggyback Registration”"), the Company shall will give prompt written notice (in any event a " Piggyback Notice") to all Stockholders, at least ten thirty (1030) Business Days days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration Registration, which notice will specify the proposed offering price (if determined at that time), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which requests have not been withdrawn) for inclusion therein within five twenty (520) Business Days following such Holder’s receipt of days after the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for last date such Piggyback Registration, provided that with respect Notice was deemed to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required have been given pursuant to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 112.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to register such securitiesor to delay Registration, the Company shall may, at its election, give written notice of such determination to all each holder of the Holders participating Registrable Securities that has requested inclusion of Registrable Securities in such Piggyback Registration and, thereuponand (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever If the Company proposes to register file a ------------------ Registration Statement in connection with a public offering of any of its securities under (other than in connection with a 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 filed in connection with any exchange offer or an offering of securities solely to the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities Company's existing shareholders) (each, a “"Piggyback Registration”Registration Statement"), whether or not for sale for its own -------------------------------- account, then each such time the Company shall give prompt written notice of a proposed offering (in any event a "Piggyback Notice") to the holders of Registrable Securities of its ---------------- intention to effect such a registration at least ten twenty (1020) Business Days days prior to the anticipated filing date of such Piggyback Registration Statement. The Piggyback Notice shall offer the Registration Statement relating to such registration) to each Holder holders of its intention to effect such a registration and shall use its commercially reasonable efforts Registrable Securities the opportunity to include in such registration Piggyback Registration Statement such amount of Registrable Securities as they may request ("Piggyback Registration"). The Company will, ---------------------- subject to the limitations set forth in Sections 4.3 and 4.4 of this Agreement, include in such Piggyback Registration Statement (and related qualifications under blue sky laws) and the underwriting, if any, involved therein, all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein within fifteen (15) days after receipt of the Piggyback Notice (five (5) Business Days following such Holder’s receipt days if the Company gives telephonic notice to all registered holders of the Company’s noticeRegistrable Securities, with written confirmation to follow promptly thereafter). All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with Notwithstanding the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registrationabove, the Company shall determine for may determine, at any reason time, not to register such securities, the Company shall give notice to all of the Holders participating in proceed with such Piggyback Registration andStatement. Such determination, thereuponhowever, shall will be relieved without prejudice to the rights of its obligation to register any holders of Registrable Securities in connection with to demand the continuation of such registrationRegistration Statement under Section 3 hereof.

Right to Piggyback. Whenever the Company proposes to register any shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with a Public Offering solely for cash (whether for its securities under own account (a "Company Registration") or for the Securities Actaccount of any other Person (other than the Investors Group) possessing contractual demand registration rights (a "Shareholder Registration")), other than pursuant to a Demand Registration or a Special Registration, and the registration form proposed to be used filed may be used to register for the resale registration or qualification for distribution of Registrable Securities (each, a “Piggyback Registration”)Securities, the Company shall will give prompt written notice (in any event at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder Investors Group of its intention to effect such a registration and shall use its commercially reasonable efforts and, subject to Section 4.2(c), will include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests for inclusion therein within five fifteen (515) Business Days following such Holder’s receipt after the date of the Company’s notice's notice (a "Piggyback Registration") (it being understood and agreed that, for the avoidance of doubt, the Investors Group's election to include its Registrable Securities in such registration and/or sell its Registrable Securities in such related offering may be conditioned on the pricing achieved in the contemplated registration or offering). All Holders proposing Subject to distribute their securities through a the foregoing, the Investors Group may withdraw its Registrable Securities from such Piggyback Registration that involves an underwriter(sby giving written notice to the Company and the managing underwriter, if any, on or before the fifth (5th) shall enter into an underwriting agreement in reasonable and customary form with Business Day prior to the underwriter(s) selected for planned effective date of such Piggyback Registration, provided that with respect to such underwriting agreement . The Company may terminate or withdraw any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and 4.2 prior to the effective date effectiveness of such registration, whether or not the registration statement filed Investors Group has elected to include Registrable Securities in such registration, and except for the obligation to pay Registration Expenses pursuant to Section 4.5, the Company will have no liability to the Investors Group in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationtermination or withdrawal.

Right to Piggyback. Whenever If the Company proposes to register any shares of its Common Stock (or securities convertible into or exchangeable for Common Stock) with the Commission under the Securities ActAct (other than a Registration on Form S-4 or Form S- 8, or any successor forms), and the registration Registration form proposed to be used may be used to register for the resale Registration of the Registrable Securities (each, a “Piggyback Registration”), the Company shall will give prompt written notice (in any event a Piggyback Notice) to all Stockholders, at least ten thirty (1030) Business Days days prior to the anticipated filing date of the Registration Statement relating to such registration) to each Holder date, of its intention to effect such a registration Registration, which notice will specify the proposed offering price (if determined at that time), the kind and shall use its commercially reasonable efforts number of securities proposed to be registered, the distribution arrangements and will, subject to Section 5(b)(ii), include in such registration Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from each Holder requests (which requests have not been withdrawn) for inclusion therein within five twenty (520) Business Days following such Holder’s receipt of days after the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for last date such Piggyback Registration, provided that with respect Notice was deemed to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required have been given pursuant to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 112.1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine determines for any reason not to register such securitiesor to delay Registration, the Company shall may, at its election, give written notice of such determination to all each holder of the Holders participating Registrable Securities that has requested inclusion of Registrable Securities in such Piggyback Registration and, thereuponand (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Right to Piggyback. Whenever If at any time while any Registrable ------------------ Securities are outstanding the Company proposes and OPCO propose to register file a Registration Statement with respect to an Underwritten Offering of Paired Shares solely for cash (other than a Registration Statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) 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 its securities under Paired Shares, (iv) in connection with an offering solely to employees of the Company and OPCO or their affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, and or (vi) a shelf registration on Form S-3 or any successor form for a primary offering of securities by the registration form proposed to be used may be used to register the resale of Registrable Securities (eachCompany and/or OPCO), a “Piggyback Registration”)whether or not for their own account, the Company and OPCO shall give prompt to Holders holding Unpaired Shares and Registrable Securities written notice (in any event of such proposed filing at least ten (10) Business Days prior business days before filing. The notice referred to in the anticipated filing date preceding sentence shall offer Holders the opportunity to register such amount of the Registration Statement relating to such registration) to Registrable Securities as each Holder of its intention may request (a "Piggyback Registration"). Subject to effect such a registration Section 4(b) hereof, the Company and shall use its commercially reasonable efforts to OPCO will include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has and OPCO have received a written request from each Holder requests for inclusion therein within five (5) Business Days following such Holder’s receipt therein. The Holders will be permitted to withdraw all or part of the Company’s notice. All Holders proposing to distribute their securities through Registrable Securities from a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 6(b) hereof and (iii) each Holder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration.